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Contents
Chairman Letter
CEO Letter
Director's Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement of
Changes in Equity
Consolidated Statement of
Cash Flows
Notes to the Financial Statements
Director's Declaration
Independent Auditor’s Report
Additional Shareholder Information
Corporate Directory
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OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
4
5
The Board are justifiably
confident that the worst
is now behind us
and the business is
now well placed
to consistently
produce
profitable
quarters
throughout the
years ahead.
With the
business
stabilised and
focused we are
now looking to the
future and a return to
controlled growth and
continuous improvement.
CHAIRMAN LETTER
Dear Shareholder,
A little over fifteen years ago I
received a call from Jason Gunn
(our two companies had
worked together previously)
wanting to discuss a fantastic
idea, that idea was Oliver’s!
He wanted us to invest,
and my reaction at the time
was that I thought it was
a fantastic idea but maybe
ahead of its time.
Nicholas
Dower
In February this year I received
another call from Jason, this
time it was asking me to bring
my experience in “turn around”
management to the board of Oliver’s and
I accepted. The reason I agreed to come out
of my very comfortable retirement and take
on this responsibility was that I believe this
fantastic idea had truly met its time.
Over the years I have been a mentor, lender
and a shareholder, but above all else I have
been a believer in the concept and being at
the coalface with this great team over the last
year has confirmed that belief even more.
I have no desire to labour here about how
Oliver’s lost its way, other than to say the
turnaround has been a credit to everyone
involved and has now placed the company
in a significantly better position than anyone
could have expected at this point.
I would like to take this opportunity to
sincerely thank our staff, stakeholders,
suppliers and our very supportive and
patient shareholders for your support and
encouragement.
Yours Sincerely,
Nicholas Dower
Chairman
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT CEO LETTER
G’day fellow shareholders,
There is no way to dress this up, these are
very disappointing results indeed.
As most of you will be aware, I founded this
business in 2005, and built it over the course
of 12 years to the business it was when we
listed OLI on the ASX in June 2017.
You may not be aware that my employment
with Oliver’s was terminated in May 2018,
and I was removed from the board, just 11
months after listing, by the very board of
directors I put in place to support the listing
process and the future of the business for all
shareholders.
As a result, the period from May 2018
through till March 2019 when I received
the call from one of the previous directors
asking me to return to the business to “Save
it” was probably the most frustrating period
of my life.
My commitment to, and passion for Oliver’s
has never wavered, and I remain the single
largest shareholder, so my disappointment
with these results is significant.
My commentary on what has happened is
simple,
You cannot effectively manage a business
such as Oliver’s, unless you……….
1) Truly believe in and have a passion for it.
2) Understand the needs and desires of our
customers, and
3) Remain focussed on the only point at
which we make any money, this is what
I call the “Thin Green Line”, the front
counter of each and every store, where
we interact with our customers.
Jason
Gunn
Since coming back into the business in
March, we have as a board and management
team made 3 promises to shareholders:
1) To effectively manage the business to
eliminate the cash burn and return the
business to profitability.
2) To get focussed on delivery a consistently
fantastic experience for our customers
and build revenue.
3) To return calm and confidence to our
team, and rebuild the culture.
I am pleased and proud to say that we have
already managed to significantly reduce the
cash burn, and we have already returned the
business to profitability (EBITDA), and we
anticipate delivering in Q1 FY20 the second
consecutive quarter of profitability (EBITDA).
We now look forward to strong trading
through Q2, Q3 and Q4.
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We remain focussed on delivering a
consistently fantastic experience for our
customers and building revenue, this “I
promise you” will be a constant and never-
ending process.
Our top-heavy and overloaded head office
management team has been rebuilt with
almost the entire senior management team
replaced or removed altogether, with
remuneration packages rationalised to an
appropriate level.
Our store operations team has been
reassured by the return of Amanda & myself
with our vast knowledge of the business
and the team, and reinforced with the
introduction of Romeo Rodriguez coming on
board as our GM of Operations after many
years of experience managing and growing
large multisite QSR’s such as Starbucks,
Costa Coffee.
The most significant and impactful change
that has happened for me in this business is
the arrival of David McMahon, our recently
appointed CFO. David has already had, and
will continue to have an extremely positive
impact on the business and shareholder value.
There is no doubt that one of the greatest
failings of this business since listing, has
been our inability to effectively manage, and
provide stakeholders with accurate financial
data and forecasts.
David McMahon is a CFO that has been
“hand selected by this board” and we
have absolute confidence in his ability to
deliver timely and accurate data that all
stakeholders can rely on.
There is no doubt that I have learned a lot
through the process of the last 2 years, and
these lessons will not be forgotten.
We have developed an internal business
plan that unites the team and gets us all
focussed on delivering a great experience
for every customer, on every visit, and
through this, growing revenue and
profitability (EBITDA).
I would like to take this opportunity to
thank you all for your continued support,
and to reassure you of our commitment
and dedication to restoring business
performance and shareholder value.
I would also like to acknowledge the
commitment and dedication of our Chairman
Nicholas Dower, and our Non-Exec Director
and Company Secretary Stephen Metter, who
bravely took on the challenge of working with
us to save the business in extremely difficult
and challenging circumstances.
Finally, I would like to invite you again to join
us at the AGM, which is now confirmed for
November 29th, at Kooindah Waters Golf
Resort, just 5 mins from our National Store
Support Centre here in Wyong NSW.
We will kick off at 12pm, and this will make a
great opportunity to come along and meet
the Board, meet the management team, and
ask any questions.
Please RSVP your intentions and numbers of
attendees to attend by emailing
agm@oliversrealfood.com.au
Yours Sincerely,
Jason Gunn
Founder, Director & CEO
jason@oliversrealfood.com.au
0434 390 758
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
25LOCATIONS
QUEENSLAND
Maryborough
NEW SOUTH WALES
Chinderah
Port Macquarie
Ferry Park
Coffs Harbour Nth
Coffs Harbour Sth
Bulahdelah
Hexham
Wyong Nth
Wyong Sth
Lithgow
Goulburn
Gundagai
VICTORIA
Euroa
Wallan Nth
Wallan Sth
Geelong Nth
Geelong Sth
Ballarat
Eastlink In
Eastlink Out
Officer In
Officer Out
Penlink In
Penlink Out
Note: Circumstances may change and the Company may not necessarily open future sites in the order presented above
and may substitute other locations for those listed above, at the sole discretion of the Board
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OLIVER’S REAL FOOD LIMITED AND CONTROLLED ENTITIES,
DIRECTORS’ REPORT
Your Directors present their report on the consolidated entity (referred to herein as the Group) consisting
of Oliver’s Real Food Limited (Oliver’s) and its controlled entities for the financial year ended 30 June 2019.
GENERAL INFORMATION DIRECTORS
The following persons were Directors of Oliver’s Real Food Ltd during or since the end of the financial
year up to the date of this report:
→ Nicholas Dower – Chairman & Non-Executive Director (Appointed 11 March 2019)
→ Jason Gunn – CEO and Executive Director (Appointed 28 February 2019)
→ Amanda Gunn – Executive Director (Appointed 28 February 2019)
→ Steven Metter – Company Secretary & Non-Executive Director (Appointed 11 March 2019)
→ Mark Anthony Richardson – Chairman & Non Executive Director (Resigned 26 February 2019)
→ Katherine Hatzis – Non Executive Director (Resigned 11 March 2019)
→ John Flower Diddams – Non Executive Director (Resigned 28 February 2019)
→ Peter Rodwell – Non Executive Director (Resigned 28 February 2019)
→ Emma Lawler (Company Matters) – Company Secretary (Resigned 28 February 2019)
Particulars of each Director's experience and qualifications are set out later in this report.
PRINCIPAL ACTIVITIES
During the financial year the principal continuing activities of the consolidated entity comprised of
management of Quick Service Restaurants (“QSR”) in Australia under the branding of “Oliver’s Real Food.”
DIVIDENDS PAID OR RECOMMENDED
No dividend was declared or paid during the reporting period, (2018: $Nil).
REVIEW OF OPERATIONS
At the end of the reporting period, the Group operated 25 Oliver’s Company-owned stores in
Australia. Key statutory financial metrics in respect of the current period and the prior financial period
are summarised in the following table:
Revenue from ordinary activities ($m)
Raw materials and consumables used ($m)
Gross profit ($m)
Gross margin
Earnings before interest, taxes, depreciation,
amortisation and impairment (EBITDAI) ($m)
Net (loss) / profit after tax attributable to members
($m)
Earnings per share – basic (dollars)
Net Assets ($m)
Net Tangible Assets ($m)
Cash and cash equivalent ($m)
2019
35.0
(9.3)
25.7
73.4%
(6.5)
(15.7)
(0.07)
11.6
5.5
0.9
2018
35.9
(8.5)
27.4
76.3%
2.7
(0.6)
(0.0)
23.7
14.8
2.9
Change
(2.5%)
9.4%
(6.2%)
(3.8%)
(340.7%)
2,516.7%
-
(51.1%)
(62.8%)
(69.0%)
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT As is evident, the 2019 financial year has been a challenging one for the Group. Subsequent to listing,
it would be fair to say that Oliver's lost its way, grew too fast, became top heavy and generally
squandered resources. During this year, a number of poor performing stores were identified and
despite best efforts to rejuvenate, some of these stores were closed, resulting in substantial asset
write-offs and write-downs, as reflected in the large asset impairment provisions. The combination
of all of these factors directly caused both the large trading losses and the asset write-offs, and led
directly to the replacement of the entire Board and much of the senior management team.
The losses were incurred throughout most of the 2019 financial year, and with the appointment of the
new Board in March 2019, and the subsequent overhead reductions, the Group returned a small profit
in the last quarter of 2019, which is significant and, in the Board’s view, represents a turning point for
the Group.
With the restoration of the Oliver's culture, the improved menu selections, and a renewed focus on
each store and its need to deliver the required level of customer service and satisfaction, Oliver's is
now a far more balanced organisation, and is well placed to build on these foundations.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
During the current year, and as has been announced to the market and raised in the Chairman’s Report
above, there were significant changes to both the Board of Directors and senior Management team, as
well as 4 store closures where all attempts to make these stores viable failed.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD
On 31 July 2019, the Board approved a loan agreement between Jason Gunn, CEO and the Company.
The agreement covers a $500,000 unsecured loan from Mr Gunn, bearing interest at 10% p.a. with no
specified maturity date. The proceeds of the loan with be used for working capital.
Following the closure of the store at Aratula, the fixtures and fittings were sold and the lease assigned
to the purchaser with settlement occurring 17 July 2019.
There were no other material events that occurred subsequent to the financial year under review.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Information about likely developments in the operations of the Group and the expected results of those
operations in future financial years have not been included in this financial report as disclosure of the
information would be likely to result in unreasonable prejudice to the Group. However, the Group will
continue to pursue the increase in profitability of its Oliver’s stores network during the next financial year.
ENVIRONMENTAL REGULATION
The consolidated entity is not subject to any significant environmental regulation under Australian
Commonwealth or State law.
INDEMNITY AND INSURANCE OF OFFICERS
The company has indemnified the Directors and executives of the company for costs incurred, in their
capacity as a Director or executive, for which they may be held personally liable, except where there
is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the Directors and
executives of the company against a liability to the extent permitted by the Corporations Act 2001. The
contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
INDEMNIFYING AUDITOR
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify
the auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the
auditor of the company or any related entity.
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PROCEEDINGS ON BEHALF OF THE COMPANY
The company is a defendant in two debt collection proceedings where, in each case, the company is
disputing the amounts claimed by the creditor. In one case, the company has made an offer to settle
the matter for an amount of $7,339, which is being considered by the creditor, and in the other case, an
amount of $55,000 is in dispute and is being disputed in full by the company in local court proceedings.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the year
by the auditor are outlined in Note 7 to the financial statements.
The Directors are satisfied that the provision of non-audit services, during the year, by the auditor,
or by another person or firm on the auditor’s behalf, is compatible with the general standard of
independence for auditor imposed by the Corporations Act 2001.
The Directors are of the opinion that the services, as disclosed in Note 7 to the financial statements,
do not compromise the external auditor’s independence, based on advice received from the Audit
and Risk Committee, for the following reasons:
→ All non-audit services are reviewed and approved by the audit committee prior to commencement
to ensure they do not adversely affect the integrity and objectivity of the auditor; and
→ The nature of the services provided does not compromise the general principles relating to auditor
independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the
Accounting Professional and Ethical Standards Board.
The following fees were paid or payable to RSM Australia for non-audit services provided during the
year ended 30 June 2019:
Taxation Services
$
58,975
58,975
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 30 June 2019 has been received and can
be found on page 34 of the Financial Report.
OPTIONS
At the date of this report, the unissued ordinary shares of Oliver’s Real Food Ltd under option are as follows:
Grant Date
3 May 2017
21 Jun 2017
Date of Expiry
Exercise Price
Number under Options
26 Feb 2021
21 Jun 2020
$0.30
$0.30
500,000
2,000,000
Option holders do not have any rights to participate in any issues of shares or other interests in the
company or any other entity.
Other than as set out above, there have been no options granted over unissued shares or interests of
any controlled entity within the Group during or since the end of the reporting period.
Further details are set out in Note 26 of the Financial Report.
For details of options issued to Directors and executives as remuneration, refer to the Remuneration Report.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT ASIC CORPORATIONS (ROUNDING IN FINANCIAL/DIRECTORS’ REPORTS) INSTRUMENT
2016/191
The company is an entity to which ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191 applies and, accordingly, amounts in the Directors’ report have been rounded to
the nearest thousand dollars.
OLIVER’S REAL FOOD LIMITED NEW BOARD OF DIRECTORS
Nicholas Dower
Chairman and Independent
Non-executive Director
Jason Gunn
CEO, Executive Director
Amanda Gunn
Executive Director
Steven Metter
Non-executive Director
Company Secretary
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INFORMATION RELATING TO DIRECTORS AND COMPANY SECRETARY
Nicholas Dower Chairman and Independent Non-Executive Director
Experience Nicholas has had a 40 year career in business, having built many
successful companies, including being one of the original franchisors of
Video Ezy, which grew into the dominant chain in its category. Having
served on the boards of several public companies He is the founder,
proprietor and current chairman of the Niche Group, which he started
over 30 years ago.
Interest in Shares
500,000 ordinary shares
Interest in Options Nil
Special Responsibilities Chairman of Remuneration and Nomination Committee
Directorships held in other listed
entities during the three years prior
to the current year
None
Jason Gunn Chief Executive Officer and Executive Director
Experience
Jason brings 13 years operating history in creation of the Oliver’s brand,
its unique offering and leadership of the company through periods of
growth, rationalisation and operational restructuring.
Interest in Shares
45,972,500 ordinary shares
Interest in Options Nil
Special Responsibilities Chairman of Audit Review Committee
Directorships held in other listed
entities during the three years prior
to the current year
None
Amanda Gunn Executive Director
Experience Amanda was previously instrumental in the development of operational
systems and process’s in her role of Chief of Store Operations at Oliver’s
Real Food.
Interest in Shares
45,972,500 ordinary shares
Interest in Options Nil
Special Responsibilities Member of Remuneration and Nomination Committee
Directorships held in other listed
entities during the three years prior
to the current year
None
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT Steven Metter Non-Executive Director
Experience
Stephen is a qualified Chartered Accountant and a management
accountant with a 35 year history as a business recovery specialist. He
has extensive successful business interests in hospitality, as a major
shareholder in a Melbourne-based 400 seat restaurant, and has acted as a
financial consultant to clients in Australia, South Africa and the USA.
Interest in Shares Nil
Interest in Options Nil
Special Responsibilities Member of Audit Review Committee
Directorships held in other listed
entities during the three years prior
to the current year
None
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COMPANY SECRETARY
Steven Metter — appointed as Company Secretary on 11 March 2019.
MEETINGS OF DIRECTORS
During the financial year, 19 meetings of Directors were held.
Attendances by each Director during the year were as follows:
Directors’ Meetings
Audit & Risk Committee
Remuneration & Nomination
Committee
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Mark Anthony
Richardson***
Katherine Hatzis**
John Flower Diddams*
Peter Rodwell*
Jason Gunn^
Nicholas Dower#
Amanda Gunn^
Steven Metter#
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11
11
11
8
8
8
8
11
11
10
11
8
8
8
8
3
3
3
3
1
–
–
1
3
3
3
2
1
–
–
1
3
3
3
3
–
1
1
1
3
3
2
1
–
1
1
1
* Directorship ceased on 28 February 2019
** Directorship ceased on 11 March 2019
*** Directorship ceased on 26 February 2019
# Directorship commenced on 11 March 2018
^ Directorship commenced on 28 February 2019
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT REMUNERATION REPORT
This Remuneration Report (Report), which has been audited, describes the Key Management
Personnel (KMP) remuneration arrangements for the period ended 30 June 2019 (FY2019) for Oliver’s, in
accordance with the Corporations Act 2001 and its regulations.
The remuneration report contains the following sections:
→ Who this report covers
→ Overview of the remuneration framework
→ Governance
→ Linking reward and performance
→ Share based remuneration
→ Non-Executive Director remuneration framework
→ Contractual arrangements with executive KMP
→ Details of remuneration for KMPs
→ Directors and executive KMP shareholdings in Oliver’s
→ Other statutory disclosures
WHO THIS REPORT COVERS
This report covers Non-Executive Directors and executive KMP (collectively KMP) and includes:
Non-Executive Directors
Nicholas Dower (appointed 11 Mar 2019)
Chairman and Independent Non-Executive Director
Steven Metter (appointed 11 Mar 2019)
Co Sect and Independent Non-Executive Director
Mark Richardson (resigned 26 Feb 2019)
Chairman and Independent Non-Executive Director
Katherine Hatzis (resigned 11 Mar 2019)
Non-Executive Director
John Diddams (resigned 28 Feb 2019)
Independent Non-Executive Director
Peter Rodwell (resigned 28 Feb 2019)
Independent Non-Executive Director
Executive Key Management Personnel
Jason Gunn (appointed 28 Feb 2019)
Chief Executive Officer, Executive Director
Amanda Gunn (appointed 28 Feb 2019)
Operations Manager & Executive Director
David McMahon (appointed 16 April 2019)
Chief Financial Officer
Greg Madigan (terminated 1 Mar 2019)
Chief Executive Officer
Alan Lee (resigned 5 Dec 2018)
Chief Financial Officer
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OVERVIEW OF OLIVER’S REMUNERATION FRAMEWORK
Oliver’s remuneration strategy and policies aim to attract and retain talented people to run and
manage Oliver’s and to align their interests with that of Shareholders. The Board is committed to
having a remuneration strategy and policy that rewards, and retains appropriately experienced and
skilled employees and executives throughout all levels of the company.
In the case of all senior employees, this will be realised by providing a fixed remuneration component
together with specific ‘at risk’ performance based short-term incentives and, where appropriate
for selected executives, long-term equity incentives subject to market competitive service and
performance conditions.
The Board has committed to regularly reviewing all Board and key executive management remuneration
and incentive arrangements (at least biennially) to ensure they remain competitive, in line with market
expectations and guidelines and remain appropriate for Oliver’s as it changes and grows.
GOVERNANCE
When Oliver’s listed on the ASX, it established a Remuneration and Nomination Committee (RNC)
whose role is to assist the Board with its remuneration responsibilities, to ensure that Oliver’s:
→ Has coherent and appropriate remuneration policies and practices which enable Oliver’s to attract
and retain Directors and executives who will create value for Shareholders;
→ Fairly and responsibly remunerates Directors and executives having regard to Oliver’s performance,
the performance of the executives and the general market environment; and
→ Has policies and procedures that are effective to attract, motivate and retain appropriately skilled
and diverse people that meet Oliver’s needs and that are consistent with Oliver’s strategic goals
and human resource objectives.
The members of the RNC are each Non-executive Directors and have appropriate qualifications and
experience to enable the RNC to fulfil its role.
EXTERNAL REMUNERATION CONSULTANTS
The Terms of Reference for the RNC requires that any remuneration consultants engaged be
appointed by the RNC. During FY2019, Oliver’s did not engage the services of any external
remuneration consultants.
Any advice that may be received from remuneration consultants will be carefully considered by the
RNC to ensure it is given free of undue influence by Oliver’s executives.
STRUCTURE OF REMUNERATION
The remuneration framework for KMP includes both fixed and performance-based pay.
Fixed Remuneration
Fixed remuneration is set using a combination of historical levels and sector comparisons. Fixed
remuneration includes base pay, statutory contributions for superannuation and non-monetary benefits.
Superannuation is provided up to the statutory maximum allowed. Other benefits may include phone
allowance, ‘packaged’ motor vehicle, supplementary superannuation and other items determined on
total employment cost basis.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT Fixed remuneration will be reviewed annually and any increases approved by the RNC and the Board
based on market movements, promotion or above average performance appraisal scores.
In addition to fixed remuneration, each of the executive KMP are entitled to additional Short-
term Incentives (STI) and Long Term Incentives (LTI), as outlined below, subject to achieving
predetermined milestones.
Short-term Incentive
Oliver’s short-term incentive plan is designed to reward employees and executives for performance
against a predetermined scorecard of measures linked to Oliver’s short-term business performance for
the relevant 12 month performance period (individual and team performance are also considered for
selected roles).
The specific performance measures may vary from year to year depending on Oliver’s evolving
business and financial objectives. The measures are selected on the basis that they will lead to
improved and sustainable financial performance and shareholder returns.
In FY2019, there was no STI paid to executive KMP.
Long Term Incentive
Oliver’s will consider offers under LTI to selected executives on an annual basis that will be designed
to provide both retention and incentive impact if the executive remains employed with Oliver’s for a
minimum term and Oliver’s meets performance vesting conditions set.
An initial grant of LTI made prior to the IPO was awarded as Options under the Oliver’s Employee
Incentive Plan (OEIP). These Options are subject to the OEIP rules and other regulatory requirements,
including the ASX Listing Rules.
In FY2019, no options were issued to directors:
Proportions of fixed and variable remuneration
The Board and RNC consider annually the fixed remuneration and proportion of variable remuneration
that is dependent on performance (“at risk”) for each executive KMP. The relative proportions of fixed
versus variable pay received by executive KMP during the current financial period and proposed for
the next financial period are as follows:
Fixed Remuneration
At Risk – STI (on target)
At Risk – LTI (on target)
Proposed
FY2020
FY2019
Proposed
FY2020
FY2019
Proposed
FY2020
FY2019
Jason Gunn
$109,500
$30,323
109,500
David McMahon
$131,400
$20,847
Greg Madigan
Alan Lee
$0
$0
$248,178
$170,888
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Assessment Of Performance
Performance of executive KMPs will be assessed against the agreed non-financial and financial targets
on a regular basis. Based on this assessment, the Chairman will make a recommendation to the RNC
for Board approval of the amount of STI and LTI to award (as applicable) to each KMP.
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19
HOW REWARD IS LINKED TO PERFORMANCE
As Oliver’s only listed on the ASX on 21 June 2017, statutory disclosures relating to dividend payments,
dividend payout ratio, and increase / (decrease) in share price are not applicable. Key financial
metrics over the last five years are shown below:
Revenue $m
EBITDA $m
Net Profit After tax $m
2019
2018
2017
2016
2015
$35.0
$35.9
$20.7
$17.1
$12.7
($13.1)
$2.3
($2.3)
$1.8
$1.6
($15.7)
($0.6)
($2.9)
$0.6
$0.9
It should be noted that there is no direct link between remuneration and performance in FY2019. There
were no STI payments made in FY2018 and FY2019 to executive KMP and no LTI awards were made. It
should also be noted that no dividend was declared or paid in FY2018 and FY2019.
The Board will report on the link between pay and performance in future reports.
SHARE BASED REMUNERATION
Oliver’s operates an LTI plan for eligible senior executives (the Oliver Employee Incentive Plan (OEIP))
as a means of encouraging employees to share in the ownership of the Company and promote its
long term success as a common goal. The Board will make offers to persons to participate in the OEIP
based on their contribution to the Company. Under the terms of the OEIP the Board may make awards
of Options, performance rights, service rights, deferred share awards, exempt share awards, cash
rights or stock appreciation rights. No offer of an award may be made to the extent it breaches the
Constitution, the Listing Rules, the Corporations Act or any other applicable law.
The key terms of the OEIP and details of the pre-IPO Award to KMP are as follows:
All capitalised terms have the meaning as defined within the OEIP.
Purpose
The purpose of the OEIP is to encourage Employees to share in the ownership
of the Company and to promote the long-term success of the Company as a
goal shared by all Employees.
Eligibility
Participants in the OEIP must be persons who are in full-time or part-time
employment of a Group Company and includes a Director of a Group Company.
Form of Equity
The Company may offer an Award which includes an Option, a Performance
Right, a Service Right, a Deferred Share Award, an Exempt Share Award, a Cash
Right, or a Stock Appreciation Right, in accordance with the terms of the OEIP.
The Company may offer or issue Options, which are rights to be issued a
Share upon payment of the Exercise Price and satisfaction of specified Vesting
Conditions. These terms apply unless the Offer specifies otherwise:
→ Options are Restricted Awards until they are exercised or expire.
→ An Offer may specify a Restriction Period for Shares issued on the exercise
of Options.
→ Options are subject to adjustment.
FY17 Pre-IPO Award
To date, only Options have been granted under the OEIP.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT Terms of the Award
A grant of Awards under the OEIP are subject to the terms and conditions of
the OEIP Rules, the Offer documentation, the Company’s Constitution, the ASX
Listing Rules, the Corporations Act or any other applicable law.
FY17 Pre-IPO Award – Executive KMP
→ Exercise Price $0.30
→ Vest in three equal tranches (1 July 2019, 1 July 2020, 30 June 2020)
→ Expiry date: 26 February 2021
→ Option purchase price – $0.0001
→ Vesting conditions – options will only vest if the following performance
conditions are met:
→ Tranche 1 – continuous employment at vesting date (service condition)
→ Tranche 2 – Achieve Prospectus earnings forecast in FY18
→ Tranche 3 – TSR absolute CAGR over the first 3 years of listing on the
ASX:
→ TSR CAGR < 7.5%: 0% vesting
→ TSR CAGR 7.5%: 25% vesting. Straight line interpolation between
7.5% and 10%
→ TSR CAGR 10.0%: 50% vesting. Straight line interpolation between
10% and 12.5%
→ TSR CAGR > 12.5%: 100% vesting
FY17 Pre-IPO Award – Non-executive Directors
→ Exercise Price $0.30
→ Vest in 2 equal tranches (21 June 2018 and 21 June 2019)
→ Expiry date: 20 April 2021
→ Option purchase price – $0.0001
→ Vesting conditions – options will only vest if the Non-executive Director
is in continuous service as a Non-executive Director from Grant Date to
Vesting Date.
20
21
Vesting and Exercise
The Awards held by a Participant will vest in and become exercisable by that
Participant upon the satisfaction of any Vesting Conditions specified in the
Offer and in accordance with the OEIP.
Vesting Conditions may be waived at the absolute discretion of the Board
(unless such waiver is excluded by the terms of the Award).
The vesting of an Award on the satisfaction of any Vesting Conditions will not
automatically trigger the exercise of the Award unless specified in the Offer.
A Participant is, subject to the OEIP, entitled to exercise an Award on or after
the Vesting Date. Any exercise must be for a minimum number or multiple of
Shares (if any) specified in the terms of the Offer.
If the Board determines that for a taxation, legal, regulatory or compliance
reason it is not appropriate to issue or transfer Shares, the Company may in lieu
and final satisfaction of the Company’s obligation to issue or transfer Shares as
required upon the exercise of an Award by a Participant, make a cash payment
to the Participant equivalent to the Fair Market Value as at the date of exercise
of the Award (less any unpaid Exercise Price applicable to the exercise of the
Award) multiplied by the relevant number of Shares required to be issued or
transferred to the Participant upon exercise of the Award.
If a Participant dies or becomes disabled before the end of the Restriction
Period or prior to the Vesting Date, the Board will determine, in its sole and
absolute discretion, the manner in which all unvested or restricted Awards will
be dealt with.
With respect to Options, Performance Rights, Service Rights and other Awards
where the Participant may be entitled to acquire Shares in the future on
exercise of the Award:
→ A Participant is not entitled to participate in a new issue of Shares or other
securities made by the Company to holders of its Shares without exercising
the Awards before the record date for the relevant issue.
→ If, prior to the exercise of an Award, the Company makes a pro-rata bonus
issue to the holders of its Shares, and the Award is not exercised prior to the
record date in respect of that bonus issue, the Award will, when exercised,
entitle the holder to one Share plus the number of bonus shares which
would have been issued to the holder if the Award had been exercised prior
to the record date.
→ If, prior to the exercise of an Award, the Company undergoes a
reorganisation of capital (other than by way of a bonus issue or issue for
cash) the terms of the Awards of the Participant will be changed to the
extent necessary to comply with the Listing Rules as they apply at the
relevant time.
Adjustments –
Reorganisation of
Capital, Bonus and
New Issues
Restriction Period
Restriction Period means the period during which Awards, or Shares issued
on exercise of Awards, must not be sold or disposed of, being the period
specified in the OEIP, and as specified in the Offer.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT Change of Control
Change of Control means, in relation to the Company, either:
→ Any person, either alone or together with any associate (as defined in the
Corporations Act), who did not have a relevant interest (as defined in the
Corporations Act) in more than 50% of the issued Shares in the Company,
acquires a relevant interest in more than 50% of the issued Shares in the
Company other than listing on a recognised stock exchange before 31
December 2017; or
→ The Board concludes that there has been a change in the Control of the
Company.
On the occurrence of a Change of Control, the Board will determine, in its sole
and absolute discretion, the manner in which all unvested and vested Awards
will be dealt with.
If a takeover bid is made to acquire all the issued Shares of the Company, or
a scheme of arrangement, selective capital reduction or other transaction
is initiated which has an effect similar to a full takeover bid for Shares in
the Company, then Participants are entitled to accept the takeover bid or
participate in the other transaction in respect of all or part of their Awards
other than Exempt Share Awards notwithstanding that the Restriction Period in
respect of such Awards has not expired. The Board may, in its discretion, waive
unsatisfied Vesting Conditions in relation to some or all Awards in the event of
such a takeover or other transaction.
Non-transferable
Awards
A Participant must not sell, transfer, mortgage, pledge, charge, grant security
over or otherwise dispose of any Restricted Awards, or agree to do any of
those things, during the Restriction Period.
The Company may implement any procedures it considers appropriate to
ensure that Restricted Awards are not disposed of during the Restriction
Period, including applying a holding lock in respect of Shares.
The Board may at any time in its discretion waive or shorten the Restriction
Period applicable to an Award.
No Hedging
Participants must not enter into transactions or arrangements, including by
way of derivatives or similar financial products, which limit the economic risk of
holding unvested Awards.
22
23
Share Issues
Shares issued under the OEIP will upon allotment:
→ Be credited as fully paid;
→ Rank equally for dividends and other entitlements where the record
date is on or after the date of allotment, but will carry no right to receive
any dividend or entitlement where the record date is before the date of
allotment; and
→ Be subject to any restrictions imposed under the OEIP, and
→ Otherwise rank equally with the existing issued Shares at the time of
allotment.
As soon as practicable after the date of the allotment of Shares, the Company
will, unless the Board otherwise resolves, apply for official quotation of such
Shares on the ASX.
The Company may, in its discretion, either issue new Shares or cause existing
Shares to be acquired for transfer to the Participant, or a combination of both
alternatives, to satisfy the Company’s obligations under the OEIP.
If the Company determines to cause the transfer of Shares to a Participant,
the Shares may be acquired in such manner as the Company considers
appropriate, including from a trustee appointed under the OEIP.
The Company may appoint a trustee on terms and conditions which it
considers appropriate to acquire and hold Shares, options, or other securities
of the Company either on behalf of Participants or for the purposes of the OEIP.
Administration of the
OEIP and Amendment
The OEIP will be administered by the Board, or a committee of the Board,
which will have an absolute discretion.
The Board may only exercise its powers in accordance with the Listing Rules.
An Offer of Awards must not be made if the total of:
→ The number of Shares which are the subject of the Offer of Awards; and
→ Underlying Shares issued or that may be issued as a result of any Offers of
Award, or similar offer of Shares under a predecessor or other employee
incentive plan, made at any time during the previous 3 year period in
reliance on relief granted by ASIC (however obtained), would exceed 5% of
the number of Shares on issue at the time of the Offer.
Under no circumstances will Awards be granted under the OEIP if it is an issue
of securities that, combined with all other employee share scheme interests
outstanding, would exceed 15% of the Company’s then outstanding issued capital.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NON-EXECUTIVE DIRECTOR REMUNERATION
Non-executive Directors enter into service agreements through a letter of appointment which are not
subject to a fixed term. Non-executive Director Remuneration will be market competitive and will not
contain performance-based components. Non-executive Directors will receive fees (and statutory
superannuation entitlements) commensurate with their role.
The total amount of fees paid to all Non-executive Directors for their services as Directors must not
exceed in aggregate in any financial year the amount fixed by Oliver’s in general meeting. This amount
has been fixed at $500,000 per annum.
For FY2019, the annual base Non-executive Director fees currently agreed to be paid by Oliver’s is
$150,000 to the Chairperson (including all committee fees), $60,000 for each other Non-executive
Director and an additional $20,000 to the respective chairs and $10,000 for other members of the
Audit and Risk Committee and the RNC. These amounts comprise fees to be paid in cash and are
inclusive of any superannuation payments required to be made.
Based on the fees paid in FY2019, the full year of Non-executive Director fees was $288,012 which is
58% of the approved total fee pool of $500,000.
Non-executive Directors do not receive fees that are contingent on performance, shares in return for
their services, retirements benefits other than statutory superannuation or termination benefits.
CONTRACTUAL ARRANGEMENTS WITH EXECUTIVE KMPs
Remuneration and other conditions of employment are set out in the executive KMPs employment
contracts. The key elements of these employment contracts are summarised below:
Name
Jason Gunn
Title
Chief Executive Officer
Terms of
Agreement
Details
No fixed term – subject to termination provisions detailed below
Annual remuneration including cash salary, superannuation and non-cash benefits
– $109,500 fixed per annum, automatically increased to $219,000 when the Group
achieves 3 consecutive quarters of EBITDA
Incentives – eligible to participate in short term incentive up to 50% of base salary,
subject to meeting KPIs and equity participation as part of a Long Term Incentive Plan
Termination – 3 months’ notice in writing. The Company may terminate employment
without payment in lieu of notice in circumstances involving serious or wilful misconduct.
Termination
All payments on termination will be subject to the termination benefits cap under the
Corporations Act 2001 in the absence of shareholder approval
Post-employment – 3 months restraint provisions
24
25
Name
David McMahon
Title
Chief Financial Officer
Terms of
Agreement
Details
No fixed term – subject to termination provisions detailed below
Annual remuneration including cash salary, superannuation and non-cash benefits –
$131,400
Incentives – eligible to participate in short-term incentive and equity remuneration plans
Termination – 3 months notice in writing. The Company may terminate employment
without payment in lieu of notice in circumstances involving serious or wilful misconduct
Termination
All payments on termination will be subject to the termination benefits cap under the
Corporations Act 2001 in the absence of shareholder approval
Post-employment – 3 months restraint provisions
KMP REMUNERATION FOR THE YEAR ENDED 30 JUNE 2019
2019
Name
Fixed Remuneration
At Risk – STI (on target)
Cash salary and
fees
Superannuation
Non-monetary
benefits
Long service
leave and
annual leave
Short-term
incentive
Fair value of LTI
award (options)
Total
Executive Director
Jason Gunn
Chief Executive Officer
$27,692
$2,631
Amanda Gunn
$37,339
$2,603
Non-Executive Directors
Nicholas Dower
$30,375
$82,500
$18,226
$51,328
$66,000
$120,833
Mark Richardson
Chairman
Steven Metter
Katherine Hatzis
John Diddams
Peter Rodwell
Other Executive KMP
Greg Madigan
Chief Executive Officer
$234,490
$13,688
David McMahon
$19,038
$1,809
Rowena Hubble
$57,668
$4,864
Alan Lee
Chief Financial Officer
$157,025
$13,863
$902,514
$39,458
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$30,323
$39,942
$30,375
$82,500
$18,226
$51,328
$66,000
$120,833
$248,178
$20,847
$62,532
$170,888
$941,972
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT KMP REMUNERATION FOR THE YEAR ENDED 30 JUNE 2019 (CONTINUED)
Fixed Remuneration
At Risk – STI (on target)
2018
Name
Cash salary and
fees
Superannuation
Non-monetary
benefits
–
–
–
–
–
–
Executive Director
Jason Gunn
Chief Executive Officer
Non-Executive Directors
$424,694
$18,378
Nicholas Dower
–
$120,000
–
$80,000
$90,000
$60,000
Mark Richardson
Chairman
Steven Metter
Katherine Hatzis
John Diddams
Peter Rodwell
Other Executive KMP
Greg Madigan
Chief Executive Officer
$73,639
$5,012
David McMahon
–
–
Alan Lee
Chief Financial Officer
$229,951
$20,089
$1,078,284
$43,479
KMP SHAREHOLDING
–
–
–
–
–
–
–
–
–
–
–
Long service
leave and
annual leave
$17,372
–
–
–
–
–
–
–
–
–
$17,372
Short-term
incentive
Fair value of LTI
award (options)
Total
–
–
–
–
–
–
–
–
–
–
–
–
$460,443
–
–
$22,191
$142,191
–
–
$14,794
$94,794
$47,779
$137,779
$14,794
$74,794
–
–
$78,651
–
$7,647
$257,687
$107,205 $1,246,340
The table below provides the number of ordinary shares in Oliver’s Real Food Limited held by each
KMP during each period including their related parties:
As at 30 June 2019
Nicholas Dower, Chairman
Jason Gunn*
Amanda Gunn, Director**
Steven Metter, Director
David McMahon, CFO
Balance at Listing
Date or Appointment
Shares received
during the period on
exercise of Options
Additional shares
acquired on market
Balance at the end of
the period
500,000
45,972,500
45,972,500
–
–
–
–
–
–
–
–
–
–
–
21,000
500,000
45,972,500
45,972,500
–
21,000
*Jason was a shareholder at the beginning of the financial year and was reappointed as a director on 28 February 2019.
45,887,500 shares are held indirectly by associates.
**All shares are held indirectly by spouse, Jason Gunn.
26
27
LOANS TO DIRECTORS AND EXECUTIVES
No loans were made to Directors and executives of Oliver’s Real Food Limited including their close
family and entities related to them during the year.
OPTIONS OUTSTANDING
The number of OEIP options over ordinary shares in the company held during the financial year by
each Director and other members of key management personnel of the consolidated entity, including
their personally related parties, is set out below:
Opening
balance
Granted
during the
year
Exercised
during the
year
Forfeited
Closing
balance
Date of expiry
Total
Exercisable
Jason Gunn
Amanda Gunn
Nicholas Dower
Steven Metter
David McMahon
–
–
–
–
–
Mark Richardson
750,000
Katherine Hatzis
500,000
John Diddams
1,062,500
Peter Rodwell
Alan Lee
500,000
400,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(750,000)
(500,000)
(1,062,500)
(500,000)
(400,000)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
_
–
–
SHARES ISSUED ON THE EXERCISE OF OPTIONS
No ordinary shares of Oliver's Real Food Limited were issued on the exercise of options during the year
ended 30 June 2019 and up to the date of this report.
END OF REMUNERATION REPORT
The Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a
resolution of the Board of Directors.
Nicholas Dower
Chairman
Dated: 16 October 2019
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Oliver’s Real Food Limited for the year 30 June 2019, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
David Talbot
Partner
Sydney, NSW
Dated: 17 October 2019
28
29
OLIVER’S REAL FOOD LTD AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Continuing operations
Revenue
Other income
Raw materials and consumables used
Employee benefits expense
Administration expense
Occupancy expense
Depreciation and amortisation expense
Finance costs
Impairment expense
Loss on disposal of property, plant and equipment
Other expenses
Loss before income tax
Tax benefit / (expense)
Net Loss for the year
Total other comprehensive income for the year
Total comprehensive loss for the year
Net loss attributable to:
Owners of the parent entity
Non-controlling interest
Total comprehensive (loss) / income attributable to:
Members of the parent entity
Non-controlling interest
Loss per share
Basic loss per share
Diluted loss per share
Note
3
3
4
5
4
8
8
2019
$
2018
$
34,973,123
35,938,194
77,495
1,922,155
(9,279,135)
(8,484,671)
(19,306,111)
(15,610,971)
(5,436,117)
(5,159,547)
(6,961,417)
(5,866,724)
(2,451,627)
(2,296,595)
(225,859)
(6,557,872)
(573,836)
(12,233)
(15,753,589)
92,088
(15,661,501)
(99,147)
(457,120)
–
(26,116)
(140,542)
(502,211)
(642,753)
–
–
(15,661,501)
(642,753)
(15,661,501)
(642,753)
–
–
(15,661,501)
(642,753)
(15,661,501)
(642,753)
–
–
(15,661,501)
(642,753)
(0.07)
(0.07)
(0.00)
(0.00)
The accompanying notes form part of these financial statements.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT OLIVER’S REAL FOOD LTD AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2019
Note
2019
$
2018
$
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
Total current assets
Non-current assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Other financial liabilities
Provisions
Total current liabilities
Non-current liabilities
Borrowings
Other financial liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained earnings
Equity attributable to owners of the parent entity
Non-controlling interest
Total equity
9
10
11
15
13
19
14
15
16
17
18
20
17
18
19
20
21
30
31
890,685
609,571
1,642,306
253,821
3,396,383
10,321,376
–
6,097,701
319,045
16,738,122
20,134,505
4,659,021
1,471,193
597,881
503,864
7,231,959
602,563
426,677
–
282,332
1,311,572
8,543,531
11,590,974
29,810,861
293,724
(18,513,611)
11,590,974
–
2,858,960
659,714
2,095,246
410,679
6,024,599
15,287,023
758,213
8,934,430
406,517
25,386,182
31,410,781
3,128,895
374,313
494,089
391,744
4,389,041
1,701,559
203,138
1,011,462
403,579
3,319,738
7,708,779
23,702,002
26,149,248
275,128
(2,722,374)
23,702,002
–
11,590,974
23,702,002
The accompanying notes form part of these financial statements.
30
31
OLIVER’S REAL FOOD LTD AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED
30 JUNE 2019
Consolidated Group
Balance at 1 July 2017
Comprehensive income
Loss for the year
Total comprehensive income for
the year
Transactions with owners, in their
capacity as owners, and other
transfers
Transaction costs, net of tax
Payment of share options
Option expense recognised in the
year
Total transactions with owners
and other transfers
Other
Acquisition of non-controlling
interest
Balance at 30 June 2018
Balance at 1 July 2018
Adjustment for change in
accounting policy
Balance at 1 July 2018 – Restated
Loss for the year
Total comprehensive income for
the year
Transactions with owners, in
their capacity as owners, and
other transfers
Shares issued in the year
Share issue costs
Transaction costs, net of tax
Payment of share options
Option expense recognised in the
year
Total transactions with owners
and other transfers
Other
Acquisition of non-controlling
interest
Share
Capital
Accumulated
Losses
Option
Reserve
Subtotal
Note
$
$
$
$
Non-
controlling
Interests
$
Total
$
25,215,628
(1,681,237)
121,883
23,656,274
164,116
23,820,390
–
–
(642,753)
(642,753)
363,620
7,500
–
371,120
–
–
–
–
–
–
–
–
(642,753)
(642,753)
363,620
7,500
153,245
153,245
153,245
524,365
–
–
–
–
–
–
(642,753)
(642,753)
363,620
7,500
153,245
524,365
562,500
(398,384)
–
164,116
(164,116)
–
26,149,248
(2,722,374)
275,128 23,702,002
26,149,248
(2,722,374)
275,128
23,702,002
1
–
(129,736)
–
(129,736)
26,149,248
–
(2,852,110)
(15,661,501)
275,128 (23,572,266)
(15,661,501)
–
– (15,661,501)
– (15,661,501)
4,044,910
(383,297)
–
–
–
3,661,613
–
–
–
–
–
–
–
–
–
–
–
–
4,044,910
(383,297)
–
–
18,596
18,596
18,596
3,680,209
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
23,702,002
23,702,002
(129,736)
(23,572,266)
(15,661,501)
(15,661,501)
4,044,910
(383,297)
–
–
18,596
3,680,209
–
11,590,974
Balance at 30 June 2019
29,810,861
(18,513,611)
293,724
11,590,974
The accompanying notes form part of these financial statements.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT OLIVER’S REAL FOOD LTD AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2019
Cash flows from operating activities
Receipts from customers
Interest received
Other income
Payments to suppliers and employees
Finance costs
Income tax paid
Note
2019
$
2018
$
35,293,852
36,451,103
8,079
–
9,924
18,166
(38,867,004)
(34,753,490)
(176,750)
(211,169)
(99,147)
(277,969)
1,348,587
Net cash (used in)/generated by operating activities
25A
(3,952,992)
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment
787,000
3,871,418
Payment for purchase of business, net of cash acquired
Payments for intangible assets
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Cost of issuance of shares
Proceeds from exercise of options
Repayment of borrowings
Net cash provided by financing activities
Net decrease in cash held
Cash and cash equivalents at beginning of financial year
–
(3,437,234)
(139,000)
(250,490)
(2,004,283)
(6,662,975)
(1,356,283)
(6,479,282)
4,045,000
–
125,000
1,973,555
(382,000)
–
(447,000)
3,341,000
–
7,500
(335,496)
1,645,559
(1,968,275)
(3,485,136)
2,858,960
6,344,096
Effect of exchange rates on cash holdings in foreign currencies
–
–
Cash and cash equivalents at end of financial year
9
890,685
2,858,960
The accompanying notes form part of these financial statements.
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OLIVER’S REAL FOOD LTD AND CONTROLLED ENTITIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
30 JUNE 2019
These consolidated financial statements and notes represent those of Oliver’s Real Food Ltd and
Controlled Entities (the “consolidated group” or “group”). The separate financial statements of the
parent entity, Oliver’s Real Food Limited have not been presented within this financial report as
permitted by the Corporations Act 2001.
The financial statements were authorised for issue on 16 October 2019 by the Directors of the company.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
These general purpose financial statements have been prepared in accordance with the Corporations
Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards
Board. The Group is a for profit entity for financial reporting purposes under Australian Accounting
Standards. Material accounting policies adopted in the preparation of these financial statements are
presented below and have been consistently applied unless stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accrual basis and
are based on historical costs, modified, where applicable, by the measurement at fair value of selected
non-current assets, financial assets and financial liabilities.
(a) Principles of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the
Oliver's Real Food Ltd) and all of the subsidiaries (including any structured entities). Subsidiaries
are entities the Parent controls. The Parent controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. A list of the subsidiaries is provided in Note 12.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements
of the Group from the date on which control is obtained by the Group. The consolidation of a
subsidiary is discontinued from the date that control ceases. Inter-company transactions, balances
and unrealised gains or losses on transactions between Group entities are fully eliminated on
consolidation. Accounting policies of subsidiaries have been changed and adjustments made where
necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as
"non-controlling Interests". The Group initially recognises non-controlling interests that are present
ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net
assets on liquidation at either fair value or the non-controlling interests’ proportionate share of the
subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed
their share of profit or loss and each component of other comprehensive income. Non-controlling
interests are shown separately within the equity section of the statement of financial position and
statement of comprehensive income.
(b) Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a
combination involving entities or businesses under common control. The business combination will
be accounted for from the date that control is obtained, whereby the fair value of the identifiable
assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to
certain limited exemptions).
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT When measuring the consideration transferred in the business combination, any asset or liability
resulting from a contingent consideration arrangement is also included. Subsequent to initial
recognition, contingent consideration classified as equity is not re-measured and its subsequent
settlement is accounted for within equity. Contingent consideration classified as an asset or
liability is re-measured each reporting period to fair value, recognising any change to fair value in
profit or loss, unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations, other than those associated
with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
Business combinations are initially accounted for on a provisional basis. The acquirer
retrospectively adjusts the provisional amounts recognised and also recognises additional assets
or liabilities during the measurement period, based on new information obtained about the facts
and circumstances that existed at the acquisition date. The measurement period ends on either
the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the
information possible to determine fair value.
(c) Goodwill
Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the
excess of the sum of:
(i) The consideration transferred;
(ii) Any non-controlling interest (determined under either the full goodwill or proportionate interest
method); and
(iii) The acquisition date fair value of any previously held equity interest; over the acquisition date
fair value of net identifiable assets acquired.
The acquisition date fair value of the consideration transferred for a business combination plus
the acquisition date fair value of any previously held equity interest shall form the cost of the
investment in the separate financial statements.
Fair value re-measurements in any pre-existing equity holdings are recognised in profit or loss in
the period in which they arise. Where changes in the value of such equity holdings had previously
been recognised in other comprehensive income, such amounts are recycled to profit or loss.
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets
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 equity interest in the acquiree (if
any), so the excess is recognised immediately in profit or loss as a bargain purchase gain.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of
impairment testing, goodwill is allocated to each of the Group’s operating segments expected
to benefit from the synergies of the combination. Operating segments, to which goodwill, has
been allocated are tested for impairment annually or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the operating segments 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 on a pro-rata basis of the
carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not
reversed in a subsequent period. On disposal of a subsidiary, the attributable amount of goodwill
is included in the determination of the profit or loss on disposal.
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). Where it is not possible to estimate
the recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
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Where a reasonable and consistent basis of allocation can be identified, corporate assets are also
allocated to individual cash- generating units. Otherwise they are allocated to the smallest group
of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-
generating unit) is increased to the revised estimate of its recoverable amount. Hence the
increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (or cash-generating unit) in
prior financial years. A reversal of an impairment loss is recognised immediately in profit or loss.
(d)
Income Tax
The income tax expense (income) for the year comprises current income tax expense (income) and
deferred tax expense (income).
Current income tax expense charged to profit or loss is the tax payable on taxable income for the
current period. Current tax liabilities (assets) are measured at the amounts expected to be paid
to (recovered from) the relevant taxation authority using tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.
Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances
during the year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss when the
tax relates to items that are recognised outside profit or loss or arising from a business combination.
A deferred tax liability shall be recognised for all taxable temporary differences, except to the
extent that the deferred tax liability arises from:
(a) the initial recognition of goodwill; or
(b) the initial recognition of an asset or liability in a transaction which:
(i) is not a business combination; and
(ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Except for business combinations, no deferred income tax is recognised from the initial
recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled and their measurement also reflects
the manner in which management expects to recover or settle the carrying amount of the
related asset or liability. With respect to non-depreciable items of property, plant and equipment
measured at fair value and items of investment property measured at fair value, the related
deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the
asset will be recovered entirely through sale. When an investment property that is depreciable
is held by the entity in a business model whose objective is to consume substantially all of the
economic benefits embodied in the property through use over time (rather than through sale),
the related deferred tax liability or deferred tax asset is measured on the basis that the carrying
amount of such property will be recovered entirely through use.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to
the extent that it is probable that future taxable profit will be available against which the benefits
of the deferred tax asset can be utilised.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
Where temporary differences exist in relation to investments in subsidiaries, branches, associates,
and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the
reversal of the temporary difference can be controlled and it is not probable that the reversal will
occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it
is intended that net settlement or simultaneous realisation and settlement of the respective asset
and liability will occur. Deferred tax assets and liabilities are offset where: (i) a legally enforceable
right of set-off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by
the same taxation authority on either the same taxable entity or different taxable entities where
it is intended that net settlement or simultaneous realisation and settlement of the respective
asset and liability will occur in future periods in which significant amounts of deferred tax assets or
liabilities are expected to be recovered or settled.
Tax consolidation
The company and its wholly owned Australian resident entities have formed a tax-consolidated
group and are therefore taxed as a single entity from that date. The head entity within the tax-
consolidated group is Oliver's Real Food Ltd.
The members of the tax-consolidated group are identified in Note 12. Tax expense/income,
deferred tax liabilities and deferred tax assets arising from temporary differences of the members
of the tax-consolidated group are recognised in the separate financial statements of the members
of the tax-consolidated group using the “separate taxpayer within group” approach by reference
to the carrying amounts in the separate financial statements of each entity and the tax values
applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising
from unused tax losses and relevant tax credits of the members of the tax consolidated group are
recognised by the company (as head entity in the tax consolidated group). Due to the existence
of a tax funding arrangement between the entities in the tax consolidated group, amounts
are recognised as payable to or receivable by the company and each member of the group in
relation to the tax contribution amounts paid or payable between the parent entity and the other
members of the tax consolidated group in accordance with the arrangement.
Current income tax expense (income) and deferred tax liabilities and assets are recognised
in the separate financial statements of members of the tax consolidated group using the
"group allocation" approach. This approach determines the tax obligations of entities based
on a systematic allocation which ensures that all amounts are allocated to the subsidiaries in
compliance with AASB 112 Income Taxes.
Any current tax liabilities (assets) and deferred tax assets arising from unused tax losses of the
subsidiaries are assumed by the head entity in the tax consolidated group and are recognised as
amounts payable (receivable) to (from) other entities in the tax consolidated group. Any difference
between these amounts and amounts payable (receivable) under the tax funding agreement (refer
below) is recognised by the head entity as an equity injection or distribution.
(e) Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-
recurring basis, depending on the requirements of the applicable accounting standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a
liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing
market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing
information is used to determine fair value. Adjustments to market values may be made having
regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities
that are not traded in an active market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the use of observable market data.
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To the extent possible, market information is extracted from either the principal market for the
asset or liability (i.e. the market with the greatest volume and level of activity for the asset or
liability) or, in the absence of such a market, the most advantageous market available to the entity
at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the
asset or minimises the payments made to transfer the liability, after taking into account transaction
costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant’s
ability to use the asset in its highest and best use or to sell it to another market participant that
would use the asset in its highest and best use.
The fair value of liabilities and the entity’s own equity instruments (excluding those related
to share based payment arrangements) may be valued, where there is no observable market
price in relation to the transfer of such financial instruments, by reference to observable market
information where such instruments are held as assets. Where this information is not available,
other valuation techniques are adopted and, where significant, are detailed in the respective
note to the financial statements.
(f)
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net
realisable value on a 'first in first out' basis. Cost comprises of direct materials and delivery costs,
direct labour, import duties and other taxes, an appropriate proportion of variable and fixed
overhead expenditure based on normal operating capacity, and, where applicable, transfers
from cash flow hedging reserves in equity. Costs of purchased inventory are determined after
deducting rebates and discounts received or receivable.
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase
and delivery costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
(g) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value as indicated less, where
applicable, any accumulated depreciation and impairment losses.
Property
Land and buildings are shown at historical cost less accumulated depreciation and impairment.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property,
plant and equipment (excluding land) over their expected useful lives as follows:
Class of fixed Asset
Buildings
Leasehold improvements
Plant and equipment
Plant and equipment under lease
Depreciation Rate
40 years
3–15 years
3–7 years
2–5 years
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of
each reporting period.
Leasehold improvements and plant and equipment under lease are depreciated over the
unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is de-recognised upon disposal or when there is no
future economic benefit to the consolidated entity. Gains and losses between the carrying amount
and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to
the item disposed of is transferred directly to retained profits.
(h) Leases
Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of
the asset (but not the legal ownership) are transferred to entities in the consolidated group, are
classified as finance leases.
Finance leases are capitalised by recognising an asset and a liability at the lower of the fair
value of the leased property or the present value of the minimum lease payments, including any
guaranteed residual values. Lease payments are allocated between the reduction of the lease
liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful
lives or the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or
loss on a straight-line basis over the term of the lease.
(i)
Impairment of Assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to
amortisation and are tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other non-financial assets are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The
value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-
tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that
do not have independent cash flows are grouped together to form a cash-generating unit.
(j)
Intangible Assets Other than Goodwill
Intangible assets acquired as part of a business combination, other than goodwill, are initially
measured at their fair value at the date of the acquisition. Intangible assets acquired separately are
initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently
measured at cost less any impairment. Finite life intangible assets are subsequently measured at
cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising
from the de-recognition of intangible assets are measured as the difference between net disposal
proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life
intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful
life are accounted for prospectively by changing the amortisation method or period.
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exisits, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). Where it is not possible to estimate
the recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
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Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-
line basis over the period of their expected benefit, being their finite life of 5 years.
Brands & IP
Brands & IP are not amortised. Instead, brands are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that it might be impaired, and is carried
at cost less accumulated impairment losses. Impairment losses on brands and IP are taken to profit
or loss and are not subsequently reversed.
As both the Brands & IP are an important element for the Oliver's business, i.e. they are crucial for
the operation of the Oliver's business, the Directors are of the opinion that both brands and IP have
an indefinite life.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over
the period of their expected benefit, being their finite life of 5 years.
Customer contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over
the period of their expected benefit, being their finite life of 10 years.
(k) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of
the primary economic environment in which that entity operates. The consolidated financial
statements are presented in Australian dollars which is the parent entity’s functional currency.
(l) Employee Benefits
Short-term employee benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term
employee benefits are benefits (other than termination benefits) that are expected to be settled
wholly before 12 months after the end of the annual reporting period in which the employees
render the related service, including wages, salaries and sick leave. Short-term employee benefits
are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.
The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave
are recognised as part of current trade and other payables in the statement of financial position.
The Group’s obligations for employees’ annual leave and long service leave entitlements are
recognised as provisions in the statement of financial position.
Other long-term employee benefits
Provision is made for employees’ long service leave and annual leave entitlements not expected
to be settled wholly within 12 months after the end of the annual reporting period in which the
employees render the related service. Other long-term employee benefits are measured at the
present value of the expected future payments to be made to employees.
Expected future payments incorporate anticipated future wage and salary levels, durations of
service and employee departures and are discounted at rates determined by reference to market
yields at the end of the reporting period on government bonds that have maturity dates that
approximate the terms of the obligations. Any re-measurements for changes in assumptions of
obligations for other long term employee benefits are recognised in profit or loss in the periods in
which the changes occur.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
The Group’s obligations for long-term employee benefits are presented as non-current provisions
in its statement of financial position, except where the Group does not have an unconditional right
to defer settlement for at least 12 months after the end of the reporting period, in which case the
obligations are presented as current provisions.
Equity-settled compensation
The Group operates an employee share and option plan. Share-based payments to employees
are measured at the fair value of the instruments at grant date and amortised over the vesting
periods. Share-based payments to non-employees are measured at the fair value of goods or
services received or the fair value of the equity instruments issued, if it is determined the fair
value of the goods or services cannot be reliably measured, and are recorded at the date the
goods or services are received. The corresponding amounts are recognised in the option reserve
and statement of profit and loss respectively. The fair value of options is determined using the
Black–Scholes pricing model. The number of shares and options expected to vest is reviewed
and adjusted at the end of each reporting period such that the amount recognised for services
received as consideration for the equity instruments granted is based on the number of equity
instruments that eventually vest.
(m) Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive)
obligation as a result of a past event, it is probable the consolidated entity will be required to
settle the obligation, and a reliable estimate can be made of the amount of the obligation. The
amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at the reporting date, taking into account the risks and uncertainties
surrounding the obligation. If the time value of money is material, provisions are discounted using a
current pre-tax rate specific to the liability. The increase in the provision resulting from the passage
of time is recognised as a finance cost.
(n) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits available on demand with banks, other
short-term highly liquid investments with original maturities of three months or less, and bank
overdrafts. Bank overdrafts are reported within borrowings in current liabilities on the statement of
financial position.
(o) Revenue and Other Income
To determine whether to recognise revenue and what price, the Group follows a 5 step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied.
Total transaction price for a contract is allocated amongst the various performance obligations
based on their relative stand-alone selling prices. The transaction price for a contract excludes any
amounts collected on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies
performance obligations by transferring the promised goods or services to its customers.
The Group recognises contract liabilities for consideration received in respect of unsatisfied
performance obligations and reports these amounts as other liabilities in the statement of
financial position. Similarly, if the Group satisfies a performance obligation before it receives the
consideration, the Group recognises either a contract asset or a receivable in its statement of
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financial position, depending on whether something other than the passage of time is required
before the consideration is due.
The Group has identified the following revenue streams:
Sale of goods
Sale of goods revenue is recognised at the point of sale, which is where the customer has taken
delivery of the goods, the risks and rewards are transferred to the customer and there is a valid
sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts.
Franchise fee revenue
Revenue from franchise operations includes initial franchise, documentation and training fees
generated from sales of franchises to franchisees. These are recognised directly in the accounting
period in which the franchise is sold.
Ongoing franchise fees consist of franchise fees and royalty fees. These ongoing fees are
recognised in the accounting period in which they are generated.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income
over the relevant period using the effective interest rate, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to the net carrying
amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is
established.
(p) Trade and Other Receivables
Trade receivables are recognised when the control of ownership of the underlying sales
transactions have passed to the customer in the ordinary course of business. Trade receivables
are recognised initially at the amount of consideration that is unconditional unless they contain
significant financing components, when they are recognised at fair value. The group holds the
trade receivables with the objective to collect the contractual cash flows and therefore measures
them subsequently at amortised cost using the effective interest method.
The Group has adopted AASB 9 from 1 July 2018. The Group's trade and other receivables at year
end are now assessed under the new impairment requirements which use an 'expected credit loss'
('ECL') model to recognise an allowance. Impairment is measured using a 12 month ECL method
unless the credit risk on a financial asset has increased significantly since the initial recognition in
which case the lifetime ECL method is adopted.
(q) Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity
prior to the end of the financial year which are unpaid. Due to their short-term nature they are
measured at amortised cost and are not discounted. The amounts are unsecured and are usually
paid within 30 days of recognition.
(r) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that
necessarily take a substantial period of time to prepare for their intended use or sale, are added
to the cost of those assets, until such time as the assets are substantially ready for their intended
use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
(s) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The
net amount of GST recoverable from, or payable to, the ATO is included with other receivables or
payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from
investing or financing activities which are recoverable from, or payable to, the ATO are presented
as operating cash flows included in receipts from customers or payments to suppliers.
(t) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement
or reclassifies items in its financial statements, an additional (third) statement of financial position
as at the beginning of the preceding period in addition to the minimum comparative financial
statement is presented.
(u) Rounding of Amounts
The parent entity has applied the relief available to it under ASIC Corporations (Rounding
in Financial/Directors' Reports) Instrument 2016/191. Accordingly, amounts in the financial
statements have been rounded to the nearest $1,000.
(v) Critical Accounting Estimates and Judgements
The Directors evaluate estimates and judgements incorporated into the financial statements based
on historical knowledge and best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the Group.
(i) Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other
indefinite life intangible assets at each reporting date by evaluating conditions specific to the
consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger
exists, the recoverable amount of the asset is determined. This involves fair value less costs of
disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
(ii) Provision for impairment of receivables
The provision for impairment of receivables assessment requires a degree of estimation and
judgement. The level of provision is assessed by taking into account the recent sales experience,
the ageing of receivables, historical collection rates and specific knowledge of the individual
debtor's financial position.
(iii) Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and
judgement. The level of the provision is assessed by taking into account the recent sales
experience, the ageing of inventories and other factors that affect inventory obsolescence.
(iv) Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and
amortisation charges for its property, plant and equipment and finite life intangible assets. The
useful lives could change significantly as a result of technical innovations or some other event.
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The depreciation and amortisation charge will increase where the useful lives are less than
previous estimated lives, or technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down.
(v) Business combinations
As discussed above, business combinations are initially accounted for on a provisional basis. The
fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by
the consolidated entity taking into consideration all available information at the reporting date.
Fair value adjustments on the finalisation of the business combination accounting is retrospective,
where applicable, to the period the combination occurred and may have an impact on the assets
and liabilities, depreciation and amortisation reported.
(vi) Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances
indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any
impairment, in accordance with the accounting policy stated in Note 1. The recoverable amounts
of group of cash-generating units have been determined based on value-in-use calculations. These
calculations require the use of assumptions, including estimated discount rates based on the
current cost of capital and growth rates of the estimated future cash flows.
(vii) Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated
entity considers it is probable that future taxable amounts will be available to utilise those
temporary differences and losses.
(viii) Employee benefits provision
As discussed above, the liability for employee benefits expected to be settled more than
12 months from the reporting date are recognised and measured at the present value of the
estimated future cash flows to be made in respect of all employees at the reporting date. In
determining the present value of the liability, estimates of attrition rates and pay increases
through promotion and inflation have been taken into account.
(ix) Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of
leased premises. The provision includes future cost estimates associated with closure of the
premises. The calculation of this provision requires assumptions such as application of closure
dates and cost estimates.
The provision recognised for each site is periodically reviewed and updated based on the facts and
circumstances available at the time. Changes to the estimated future costs for sites are recognised
in the statement of financial position by adjusting the asset and the provision. Reductions in the
provision that exceed the carrying amount of the asset will be recognised in profit or loss.
(x) Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and
other indefinite life intangible assets at each reporting date by evaluating conditions specific to
the consolidated entity and to the particular asset that may lead to impairment. If an impairment
trigger exists, the recoverable amount of the asset is determined. This involves fair value less
costs of disposal or value-in-use calculations, which incorporate a number of key estimates and
assumptions. The company has closed a number of stores resulting in an impairment of assets,
principally in relation to fit out assets associated with lease premises, the impairment charge
was $2,455,042. A charge of $119,925 was also recognised for impairment of rights on re-acquired
franchise stores. In addition, impairment reviews were undertaken on an operating segment basis
consistent with the policy disclosed in the last annual report. This review identified an additional
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT impairment of property, plant and equipment. The impairment charge was $1,453,393. For the
impairment review for all operating segments, an annual growth rate in the range of 3.18% to 8.11%
and a discount rate of 20.43% were used.
(w) Going Concern
The financial statements have been prepared on the going concern basis, which contemplates
continuity of normal business activities and the realisation of assets and discharge of liabilities in
the normal course of business.
As disclosed in the financial statements, the consolidated entity incurred a loss of $15,661,501 and
had net cash outflows from operating activities of $3,952,992 for the year ended 30 June 2019.
As at that date the consolidated entity had net current liabilities of $3,835,576. The ability of the
Group to continue as a going concern is contingent on a number of factors, including improved
performance of the remaining retail stores and renewal of the Group’s $1,000,000 bank loan.
These factors indicate a material uncertainty which may cast significant doubt as to whether the
consolidated entity will continue as a going concern and therefore whether it will realise its assets
and extinguish its liabilities in the normal course of business and at the amounts stated in the
financial report.
The Directors believe that there are reasonable grounds to believe that the consolidated entity will
be able to continue as a going concern, after consideration of the following factors:
(i) Cash flow forecast prepared by management to demonstrate the Group can operate to
generate a net cash inflow from operating activities;
(ii) The Group has continuing support from its bankers and it is expected the current $1m bank
debt will be extended past the December 2019 renewal date; and
(iii) The Group has the ability to consider the realisation of cash resources through the sale of
tangible assets.
Accordingly, the Directors believe that the consolidated entity will be able to continue as a going
concern and that it is appropriate to adopt the going concern basis in the preparation of the
financial report.
The financial report does not include any adjustments relating to the amounts or classification of
recorded assets or liabilities that might be necessary if the consolidated entity does not continue
as a going concern.
(x) New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory
for the current reporting period.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
→ AASB 9: Financial Instruments
The consolidated entity has adopted AASB 9 from 1 July 2018. The standard introduced new
classification and measurement models for financial assets. A financial asset shall be measured
at amortised cost if it is held within a business model whose objective is to hold assets in order
to collect contractual cash flows which arise on specified dates and that are solely principal and
interest. A debt investment shall be measured at fair value through other comprehensive income
if it is held within a business model whose objective is to both hold assets in order to collect
contractual cash flows which arise on specified dates that are solely principal and interest as
well as selling the asset on the basis of its fair value. All other financial assets are classified and
44
45
measured at fair value through profit or loss unless the entity makes an irrevocable election on
initial recognition to present gains and losses on equity instruments (that are not held-for-trading
or contingent consideration recognised in a business combination) in other comprehensive
income ('OCI'). Despite these requirements, a financial asset may be irrevocably designated as
measured at fair value through profit or loss to reduce the effect of, or eliminate, an accounting
mismatch. For financial liabilities designated at fair value through profit or loss, the standard
requires the portion of the change in fair value that relates to the entity's own credit risk to be
presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting
requirements are intended to more closely align the accounting treatment with the risk
management activities of the entity. New impairment requirements use an 'expected credit loss'
('ECL') model to recognise an allowance. Impairment is measured using a 12 month ECL method
unless the credit risk on a financial instrument has increased significantly since initial recognition
in which case the lifetime ECL method is adopted. For receivables, a simplified approach to
measuring expected credit losses using a lifetime expected loss allowance is available.
→ AASB 15: Revenue from Contracts with Customers
The consolidated entity has adopted AASB 15 from 1 July 2018. The standard provides a
single comprehensive model for revenue recognition. The core principle of the standard is
that an entity shall recognise revenue to depict the transfer of promised goods or services
to customers at an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. The standard introduced a new contract-
based revenue recognition model with a measurement approach that is based on an allocation
of the transaction price. This is described further in the accounting policies below. Credit risk
is presented separately as an expense rather than adjusted against revenue. Contracts with
customers are presented in an entity's statement of financial position as a contract liability, a
contract asset, or a receivable, depending on the relationship between the entity's performance
and the customer's payment. Customer acquisition costs and costs to fulfil a contract can,
subject to certain criteria, be capitalised as an asset and amortised over the contract period.
Impact of adoption
AASB 9 and AASB 15 were adopted using the modified retrospective approach and as such
comparatives have not been restated. The impact of adoption on opening retained profits as at
1 July 2018 was $129,736 due to the deferred revenue recognised from the coffee loyalty cards.
There was no impact from the adoption of the expected credit loss model under AASB 9.
Revenue is recognised when it is probable that the economic benefit will flow to the
consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair
value of the consideration received or receivable.
Sale of goods
Sale of goods revenue is recognised at the point of sale, which is where the customer has taken
delivery of the goods, the risks and rewards are transferred to the customer and there is a valid
sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income
over the relevant period using the effective interest rate, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to the net carrying
amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised
cost using the effective interest method, less any allowance for expected credit losses. Trade
receivables are generally due for settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit
losses, which uses a lifetime expected loss allowance. To measure the expected credit losses,
trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Contract assets
Contract assets are recognised when the consolidated entity has transferred goods or services
to the customer but where the consolidated entity is yet to establish an unconditional right to
consideration. Contract assets are treated as financial assets for impairment purposes.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are
included as part of the initial measurement, except for financial assets at fair value through profit
or loss. Such assets are subsequently measured at either amortised cost or fair value depending
on their classification. Classification is determined based on both the business model within
which such assets are held and the contractual cash flow characteristics of the financial asset
unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have
been transferred and the consolidated entity has transferred substantially all the risks and
rewards of ownership. When there is no reasonable expectation of recovering part or all of a
financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive
income are classified as financial assets at fair value through profit or loss. Typically, such
financial assets will be either:
(i) held for trading, where they are acquired for the purpose of selling in the short-term with an
intention of making a profit, or a derivative; or
(ii) designated as such upon initial recognition where permitted. Fair value movements are
recognised in profit or loss
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments
which the consolidated entity intends to hold for the foreseeable future and has irrevocably
elected to classify them as such upon initial recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial
assets which are either measured at amortised cost or fair value through other comprehensive
income. The measurement of the loss allowance depends upon the consolidated entity's
assessment at the end of each reporting period as to whether the financial instrument's credit
risk has increased significantly since initial recognition, based on reasonable and supportable
information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial
recognition, a 12-month expected credit loss allowance is estimated. This represents a portion
of the asset's lifetime expected credit losses that is attributable to a default event that is
possible within the next 12 months. Where a financial asset has become credit impaired or
where it is determined that credit risk has increased significantly, the loss allowance is based
46
47
on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is
measured on the basis of the probability weighted present value of anticipated cash shortfalls
over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss
allowance is recognised within other comprehensive income. In all other cases, the loss
allowance is recognised in profit or loss.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to
a customer and are recognised when a customer pays consideration, or when the consolidated
entity recognises a receivable to reflect its unconditional right to consideration (whichever is
earlier) before the consolidated entity has transferred the goods or services to the customer.
(y) New Accounting Standards for Application in Future Periods
→ AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019).
When effective, this Standard will replace the current accounting requirements applicable
to leases in AASB 117: Leases and related Interpretations. AASB 16 introduces a single lessee
accounting model that eliminates the requirement for leases to be classified as operating or
finance leases.
The main changes introduced by the new Standard are as follows:
→ Recognition of a right-of-use asset and lease liability for all leases (excluding short-term leases
with a lease term of 12 months or less of tenure and leases relating to low-value assets);
→ Depreciation of right-of-use assets in line with AASB 116: Property, Plant and Equipment in
profit or loss and unwinding of the liability in principal and interest components;
→ Inclusion of variable lease payments that depend on an index or a rate in the initial
measurement of the lease liability using the index or rate at the commencement date;
→ Application of a practical expedient to permit a lessee to elect not to separate non-lease
components and instead account for all components as a lease; and
→ Inclusion of additional disclosure requirements.
The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard
to comparatives in line with AASB 108 or recognise the cumulative effect of retrospective
application as an adjustment to opening equity on the date of initial application.
The Group has established an AASB 16 project team and is in the process of completing its
impact assessment of AASB 16. Based on a preliminary assessment performed over each line of
business and lease type, the effect of AASB 16 is not expected to have a material effect on the
Group. It is impracticable at this stage to provide a reasonable estimate of such impact.
(z) Annual report differences from lodged Appendix 4E
Annual Report
$
Lodged Appendix 4E
$
Loss After Income Tax
(15,661,501)
(14,893,099)
Net Assets
Total Equity
11,590,974
11,590,974
12,056,130
12,056,130
Difference
$
(768,402)
(465,156)
(456,156)
In completing the 2019 audit, an impairment review was undertaken on the property, plant and
equipment held by the Group. As a result, the impairment expense for FY19 increased to $6,557,872
and is largely responsible for the variance in the FY19 loss and net assets reported in the annual report
from the lodged Appendix 4E.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
NOTE 2: PARENT INFORMATION
The following information has been extracted from the books and records of the parent and has been
prepared in accordance with Australian Accounting Standards.
STATEMENT OF FINANCIAL POSITION
Assets
Current Assets
Non-current Assets
Total Assets
Liabilities
Current Liabilities
Non-current Liabilities
Total Liabilities
Equity
Issued Capital
Retained Earnings
Option Reserve
Total Equity
2019
$
2018
$
23,822,719
22,010,846
2,276,363
1,843,171
26,099,082
23,854,017
657,704
711,800
1,369,504
322,478
606,717
929,195
28,790,143
25,573,122
(4,354,288)
(2,923,429)
293,724
275,129
24,729,578
22,924,822
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Total Profit
Total Comprehensive Income
Contingent liabilities
(1,478,790)
(1,763,030)
(1,478,790)
(1,763,030)
The parent entity had no contingent liabilities as at 30 June 2019 and 30 June 2018.
Contractual commitments
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019
and 30 June 2018.
48
49
Note
2019
$
2018
$
34,965,044
35,922,123
–
6,147
34,965,044
35,928,270
8,079
9,924
34,973,123
35,938,194
–
1,852,960
77,495
–
18,418
50,777
77,495
1,922,155
NOTE 3: REVENUE AND OTHER INCOME
a. Revenue from continuing operations
Sales Revenue
Revenue from sale of goods
Franchise and royalty revenue
Other Revenue
Interest received
Total Revenue
Other Income
Gain on disposal of property, plant and equipment
Other income
Gain in bargain purchase
Total Other Income
NOTE 4: PROFIT FOR THE YEAR
Profit before tax from continuing operations includes the following specific expenses:
a. Expenses
Cost of sales
Finance costs
Employee benefit expense
Bad and doubtful debts:
– Trade receivables
Occupancy expenses
Depreciation
Amortisation
Share-based payment expenses
Loss on disposal of property, plant and equipment
Note
2019
$
2018
$
9,279,135
8,484,671
225,859
99,147
19,306,111
15,610,971
85,793
67,252
6,961,417
5,866,724
1,876,892
1,659,348
574,735
18,596
(573,836)
637,244
153,256
26,116
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 5: INCOME TAX EXPENSE
a. The components of tax (benefit)/expense income comprise:
Current tax
Deferred tax
Recoupment of prior year tax losses
Under provision in respect of prior years
b. The prima facie tax on profit from ordinary activities before income tax
is reconciled to income tax as follows:
Prima facie tax payable on profit from ordinary activities before income tax
at 30% (2018:30%)
– Consolidated group
Add:
Tax effect of:
– Non-deductible depreciation and amortisation
– Under-provision for income tax in prior years
– Costs for raising capital
Recoupment of prior year tax losses
Less:
Tax effect of:
– Gain on bargain purchase
Income tax attribute to entity
Note
2019
$
2018
$
145,363
(253,249)
496,044
130,210
–
(496,044)
15,798
(92,088)
372,001
502,211
(309,448)
(42,163)
217,360
–
–
–
(92,088)
193,856
372,001
13,453
(19,703)
517,444
–
(92,088)
15,233
502,211
50
51
NOTE 6: KEY MANAGEMENT PERSONNEL COMPENSATION
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration
paid or payable to each member of the Group’s key management personnel (KMP) for the year ended
30 June 2019.
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
Total KMP compensation
Short-term employee benefits
2019
$
2018
$
902,514
1,078,284
39,458
43,479
–
–
17,372
105,389
941,972
1,244,524
These amounts include fees and benefits paid to the non-executive chair and non-executive Directors
as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive
Directors and other key management personnel.
Post-employment benefits
These amounts are the current year’s superannuation contributions made during the year.
Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit
schemes as measured by the fair value of the options, rights and shares granted on grant date.
Further information in relation to KMP remuneration can be found in the Remuneration Report.
NOTE 7: AUDITOR’S REMUNERATION
Remuneration of the auditor for:
– Auditing or reviewing the financial statements
142,500
83,588
2019
$
2018
$
– Taxation services
– Due diligence services
– Other taxation services
54,150
93,000
–
10,250
4,825
10,775
201,475
197,613
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 8: LOSS PER SHARE
a. Reconciliation of earnings to profit or loss:
Loss used to calculate basic EPS
Loss used in the calculation of dilutive EPS
b. Weighted average number of ordinary shares outstanding during the year
used in calculating basic EPS
2019
$
2018
$
15,661,501
15,661,501
No.
642,753
642,753
No.
237,565,670
195,817,574
Weighted average number of dilutive options outstanding
–
–
Weighted average number of ordinary shares outstanding during the year used in
calculating dilutive EPS
246,833,730
195,817,574
EPS
– Basic
– Diluted
NOTE 9: CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Short-term bank deposits
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash
flows is reconciled to items in the statement of financial position as follows:
Cash and cash equivalents
(0.07)
(0.07)
(0.00)
(0.00)
Note
2019
$
2018
$
890,685
2,544,723
–
314,237
890,685
2,858,960
890,685
2,858,960
890,685
2,858,960
52
53
Note
2019
$
2018
$
126,858
455,666
(45,273)
–
81,585
455,666
527,986
204,048
609,571
659,714
NOTE 10: TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Provision for impairment
Other receivables
Total current trade and other receivables
Credit risk
The Group has no significant concentration of credit risk with respect to any single counter party or
group of counter parties other than those receivables specifically provided for and mentioned within
Note 10. The class of assets described as Trade and Other Receivables is considered to be the main
source of credit risk related to the Group.
Past due but not impaired
Customers with balances past due but without provision for impairment of receivables amount to
$81,585 as at 30 June 2019 ($334,527 as at 30 June 2018).
The consolidated entity did not consider a credit risk on the aggregate balances after reviewing the
credit terms of customers based on recent collection practices.
The ageing of the past due but not impaired receivables are as follows:
0 to 3 months
3 to 6 months
Over 6 months overdue
NOTE 11: INVENTORIES
Current
At cost:
Raw materials and stores
Finished goods
2019
$
2018
$
22,411
273,003
3,601
–
55,573
61,524
81,585
334,527
Note
2019
$
2018
$
1,535,161
2,050,921
107,145
44,325
1,642,306
2,095,246
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 12: INTERESTS IN SUBSIDIARIES
(a) Information about Principal Subsidiaries
The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary
units which are held directly by the Group. The proportion of ownership interests held equals the
voting rights held by Group. Each subsidiary’s principal place of business is also its country of
incorporation.
Ownership interest held by the Group
Name of subsidiary
Principal place of business
Coffs Harbour Franchise Pty Ltd
Coonalpyn Properties Pty Ltd
Farm Gate Market Direct Pty Ltd
Fresh Food Services NSW Pty Ltd
Fresh Food Services QLD Pty Ltd
Fresh Food Services VIC Pty Ltd
Gundagai Properties Pty Ltd
Oliver's Albury North Pty Ltd (in liquidation)
Oliver's Aratula Pty Ltd
Oliver's Ballarat Pty Ltd
Oliver's Bulahdelah Pty Ltd
Oliver's Calcoffs Pty Ltd
Oliver's Chinderah Pty Ltd
Oliver's Coffs Pty Ltd
Oliver's Coomera Pty Ltd (in liquidation)
Oliver's Coonalpyn Pty Ltd
Oliver's Corporate Pty Ltd
Oliver's Dubbo West Pty Ltd (in liquidation)
Oliver's East-Link Inbound Pty Ltd
Oliver's East-Link Outbound Pty Ltd
Oliver's Euroa Pty Ltd
Oliver's Ferry Park Pty Limited
Oliver's Franchising Pty Ltd
Oliver's Geelong Northbound Pty Ltd
Oliver's Geelong Southbound Pty Ltd
Oliver's Gundagai Pty Ltd
Oliver's Halfway Creek Pty Ltd
Oliver's Hexham Pty Ltd
Oliver's Holbrook Pty Ltd
Oliver's Horsham Pty Ltd (in liquidation)
54
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
2019
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2018
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
55
NOTE 12: INTERESTS IN SUBSIDIARIES (CONTINUED)
Ownership interest held by the Group
Name of subsidiary
Oliver's Kelso Pty Ltd
Oliver's Lithgow Pty Ltd
Oliver's Maitland Road Pty Ltd
Oliver's Maryborough Pty Ltd
Oliver's Merino Pty Ltd
Oliver's National Marketing Fund Pty Ltd
Oliver's Officer Inbound Pty Ltd
Oliver's Officer Outbound Pty Ltd
Oliver's Organic Farming Pty Ltd
Oliver's Penn-Link Inbound Pty Ltd
Oliver's Penn-Link Outbound Pty Ltd
Oliver's Port Macquarie Pty Ltd
Oliver's Roma Street Pty Ltd
Oliver's Shepparton Pty Ltd
Oliver's Sutton Forest Pty Ltd
Oliver's Wallan Northbound Pty Ltd
Oliver's Wallan Southbound Pty Ltd
Oliver's Westgate Pty Ltd
Oliver's Wyong Northbound Pty Ltd
Oliver's Wyong Southbound Pty Ltd
Retail Technology Services Pty Ltd
Revilo's Pty Ltd
Silver Dog Pty Ltd
Slacks Creek Pty Ltd
The Delicious & Nutritious Food Co Pty Ltd
The Delicious & Nutritious Food Co Pty Ltd
Principal place of business
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
2019
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2018
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
Subsidiary financial statements used in the preparation of these consolidated financial statements
have also been prepared as at the same reporting date as the Group’s financial statements.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 13: PROPERTY, PLANT AND EQUIPMENT
Land and Buildings
Land and buildings
Total land and buildings
Carrying amount of all buildings had they been carried under the cost model
Plant and Equipment
Plant and equipment:
At cost
Accumulated depreciation
Accumulated impairment losses
Leasehold improvements:
At cost
Accumulated amortisation
Accumulated impairment losses
Motor vehicles:
At cost
Accumulated depreciation
Motor vehicles (Right of Use):
At cost
Accumulated depreciation
Total plant and equipment
Total property, plant and equipment
a) Movements in Carrying Amounts
2019
$
2018
$
496,913
496,913
1,028,338
1,028,338
7,271,375
7,344,891
(2,668,367)
(1,949,781)
(1,453,393)
(123,767)
3,149,615
5,271,343
9,404,315
9,148,819
(1,640,750)
(1,000,182)
(2,455,043)
(58,743)
5,308,522
8,089,894
1,388,152
(516,341)
871,811
555,635
(61,120)
494,515
1,289,184
(391,736)
897,448
–
–
–
9,824,463
14,285,685
10,321,376
15,287,023
Movements in carrying amounts for each class of property, plant and equipment between the
beginning and the end of the current financial year.
Consolidated Group:
Land & Buildings
$
Leasehold
Improvements
$
Plant &
Equipment
$
Motor Vehicles
$
Motor Vehicles
(Right of Use)
$
Balance at 1 July 2017
1,728,642
4,042,485
4,406,977
558,986
Additions
Disposals
Acquisitions through
business combinations
Depreciation expense
Impairment of fixed assets
7,173
2,969,277
1,926,317
469,995
(2,026,239)
–
(213,931)
1,318,761
1,696,759
243,683
–
–
–
–
(559,884)
(967,935)
(131,533)
(58,743)
(123,767)
–
Balance at 30 June 2018
1,028,337
8,089,894
5,271,344
897,448
–
–
–
–
–
–
–
Total
$
10,737,090
5,372,762
(2,240,170)
3,259,203
(1,659,352)
(182,510)
15,287,023
Additions
Disposals
–
742,978
535,401
123,944
555,635
1,957,958
(531,424)
(378,300)
(163,427)
(16,205)
–
(1,089,356)
Depreciation expense
Impairment of fixed assets
–
–
(691,008)
(1,040,310)
(133,376)
(61,120)
(1,665,974)
(2,455,042)
(1,453,393)
–
–
(3,908,435)
Balance at 30 June 2019
496,913
5,308,522
3,149,615
871,811
494,515
10,321,376
56
NOTE 14: INTANGIBLE ASSETS
Goodwill
Cost
Accumulated impairment losses
Net carrying amount
Patents and trademarks
Cost
Accumulated amortisation and impairment losses
Net carrying amount
Computer software
Cost
Accumulated amortisation and impairment losses
Net carrying amount
Brands and IP
Cost
Accumulated amortisation and impairment losses
Net carrying amount
Customer relationships
Cost
Accumulated amortisation
Net carrying amount
Reacquired rights
Cost
Accumulated amortisation
Net carrying amount
Total intangible assets
57
2019
$
2018
$
4,663,028
(2,529,521)
4,937,638
(274,610)
2,133,516
4,663,028
190,575
(124,375)
66,200
830,852
(66,535)
764,317
190,576
(107,399)
83,177
381,580
(403)
381,177
610,576
691,256
–
–
610,576
691,256
333,830
(100,139)
233,691
333,830
(77,884)
255,946
3,258,000
3,408,000
(968,599)
2,289,401
6,097,701
(548,154)
2,859,846
8,934,430
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT –
–
–
–
–
NOTE 14: INTANGIBLE ASSETS (CONTINUED)
Goodwill
$
Reacquired
Rights
$
Patents and
Trademarks
$
Computer
Software
$
Brands and IP
$
Customer
Relationships
$
Total
$
Year ended 30 June 2018
Balance at the beginning
of the year
Additions
Acquisition through business
combinations
5,743,720
–
2,601,918
–
–
–
Reallocation
Disposals
Amortisation charge
(3,408,000)
3,408,000
–
–
–
–
–
–
–
(548,154)
(55,335)
(369)
29,792
1,814
612,189
289,329
6,676,844
108,720
379,732
79,067
–
–
–
–
567,519
2,601,918
–
–
(33,383)
(637,241)
–
(274,610)
–
–
–
-
–
Impairment losses
(274,610)
–
–
–
Closing value at 30 June 2018
4,663,028
2,859,846
83,177
381,177
691,256
255,946
8,934,430
Year ended 30 June 2019
Balance at the beginning
of the year
Additions
Disposals
Amortisation charge
4,663,028
2,859,846
83,177
381,177
691,256
255,946
8,934,430
–
(30,075)
–
–
449,276
–
–
(80,680)
–
–
449,276
(110,755)
Impairment losses
(2,529,512)
(119,925)
–
–
(420,445)
(16,977)
(66,135)
–
–
(22,256)
(525,813)
– (2,649,437)
Closing value at 30 June 2018
2,133,516
2,289,401
66,200
764,318
610,576
233,690
6,097,701
Intangible assets, other than goodwill, brand and IP, have finite useful lives. The current amortisation
charges for intangible assets are included under depreciation and amortisation expense per the
statement of profit or loss. Goodwill, Brands and IP have an indefinite useful life and are not amortised.
Impairment disclosures
Goodwill is allocated to group of cash-generating units which are based on the group’s reporting
segments.
NSW segment
VIC segment
QLD segment
Red Dragon
Total
2019
$
2018
$
2,133,516
2,262,916
–
–
–
2,034,466
–
365,646
2,133,516
4,663,028
Brands and IP are allocated to group of cash-generating units which are based on the group’s reporting
segments.
58
NOTE 14: INTANGIBLE ASSETS (CONTINUED)
Oliver’s stores
Red Dragon
Total
59
2019
$
500,000
110,576
610,576
2018
$
580,680
110,576
691,256
The recoverable amount of each cash-generating unit above is determined based on value-in-use
calculations. Value in use is calculated based on the present value of cash flow projections over a 5-year
period using an estimated growth rate.
The following key assumptions were used in the value-in-use calculations:
NSW segment
VIC segment
QLD segment
Red Dragon
Growth Rate
Discount Rate
(0.46%)
3.18%
–
–
20.43%
20.43%
–
–
Management has based the value-in-use calculations on budgets for each reporting segment. These
budgets use historical weighted average growth rates to project revenue. Costs are calculated taking into
account historical gross margins as well as estimated weighted average inflation rates over the period
which are consistent with inflation rates applicable to the locations in which the segments operate.
Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular segment.
Sensitivity
As disclosed in Note 1, the Directors have made judgements and estimates in respect of impairment
testing of goodwill, brands and IP. Should these judgements and estimates not occur the resulting
goodwill carrying amount may decrease. The sensitivities are as follows:
Goodwill would need to be impaired if the following key assumptions are increased / (decreased), with
all other assumptions remaining constant:
NSW segment
VIC segment
QLD segment
Red Dragon
Growth Rate
Discount Rate
(18.5%)
58.5%
–
–
–
–
–
–
Management believes that other reasonable changes in the key assumptions on which the recoverable
amount of each cash generating unit's goodwill is based would not cause the cash-generating unit's
carrying amount to exceed its recoverable amount.
If there are any negative changes in the key assumptions on which the recoverable amount of goodwill
is based, this would result in a further impairment charge for the cash generating unit's goodwill.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 15: OTHER ASSETS
Current
Prepayments
Non-current
Security deposits and bonds
Other assets
NOTE 16: TRADE AND OTHER PAYABLES
Current
Trade payables
Sundry payables and accrued expenses
NOTE 17: BORROWINGS
Current
Unsecured liabilities
Lease liability
Loan from associated parties
Secured liabilities
Bank loans
Total current borrowings
Non-current
Unsecured liabilities
Lease liability
Secured liabilities
Bank loans
Total non-current borrowings
Total borrowings
60
2019
$
2018
$
253,821
253,821
304,483
14,562
319,045
410,679
410,679
327,668
78,849
406,517
2019
$
2018
$
2,343,074
1,851,473
2,315,947
1,277,423
4,659,021
3,128,895
Note
2019
$
2018
$
22
271,193
174,313
200,000
200,000
1,000,000
–
1,471,193
374,313
22
602,563
311,559
17a,c
–
1,390,000
602,563
1,701,559
29
2,073,757
2,075,872
61
NOTE 17: BORROWINGS (CONTINUED)
a. Total current and non-current secured liabilities
Bank loan
Note
2019
$
2018
$
1,000,000
1,390,000
1,000,000
1,390,000
The nominal interest rate is 1.81% per annum and the year of maturity is December 2019. The loans are
secured over the group's all present and after acquired properties.
NOTE 18: OTHER FINANCIAL LIABILITIES
Current
Rent payable
Other
Non-current
Provision for lease
2019
$
597,881
–
597,881
426,677
426,677
2018
$
446,581
47,508
494,089
203,138
203,138
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 19: TAX
Non-current
Deferred tax liabilities
Prepayments
Rent Receivable
Amortised intangibles
Balance at 30 June 2018
Prepayments
Rent Receivable
Amortised intangibles
Balance at 30 June 2019
Deferred tax assets
Other
Employee benefits
Provision of future lease expense
Superannuation not paid in financial year
Depreciation on make good
Unwinding of discount
Balance at 30 June 2018
Other
Employee benefits
Provision of future lease expense
Opening
Balance
Charged to
Income
$
$
Additions
through
business
combinations
45,974
5,364
15,273
(15,273)
–
–
–
(62,276)
1,022,400
61,247
(72,185)
1,022,400
51,338
(51,338)
–
–
960,124
(960,124)
1,011,462 (1,011,462)
349,149
(385,770)
70,654
46,869
47,570
83,517
16,015
5,077
13,371
25,478
78,735
18,922
571,982
(202,395)
352,005
(352,005)
117,523
(117,523)
60,941
(60,941)
Charged to
Equity
Closing
Balance
$
–
–
–
–
–
–
–
–
$
51,338
–
960,124
1,011,462
–
–
–
–
388,626
352,005
–
–
–
–
–
117,523
60,941
108,995
94,750
23,999
388,626
758,213
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Superannuation not paid in financial year
108,995
(108,995)
Depreciation on make good
Unwinding of discount
Balance at 30 June 2019
94,750
(94,750)
23,999
(23,999)
758,213
(758,213)
62
NOTE 20: PROVISIONS
Current
Employee benefits
Opening balance at 1 July 2018
Additional provisions – net
Balance at 30 June 2019
Non-current
Lease make good
Opening balance at 1 July 2018
Additional provisions – net
Balance at 30 June 2019
Analysis of Total Provisions
Opening balance at 1 July 2018
Additional provisions – net
Balance at 30 June 2019
Provision for Employee Benefits
63
2019
$
2018
$
391,744
112,120
503,864
235,515
156,229
391,744
2019
$
2018
$
403,579
345,201
(121,247)
58,378
282,332
403,579
2019
$
795,323
(9,127)
786,196
2018
$
391,744
403,579
795,323
Provision for employee benefits represents amounts accrued for annual leave and long service leave.
The current portion for this provision includes the total amount accrued for annual leave entitlements
and the amounts accrued for long service leave entitlements that have vested due to employees having
completed the required period of service. Based on past experience, the Group does not expect the
full amount of annual leave or long service leave balances classified as current liabilities to be settled
within the next 12 months. However, these amounts must be classified as current liabilities since the
Group does not have an unconditional right to defer the settlement of these amounts in the event
employees wish to use their leave entitlement.
Provision for Make Good
A provision has been made for the present value of anticipated costs for future restoration of leased
premises. Refer to Note 1 (v) (ix) for further details.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 21: ISSUED CAPITAL
251,294,417 (2018: 213,960,081) fully paid ordinary shares
(a) Ordinary Shares
2019
$
2018
$
29,810,861
26,149,248
29,810,861
26,149,248
2019
No.
2019
$
2018
No.
2018
$
At the beginning of the reporting period
213,960,081
26,149,248
211,522,581
25,215,628
Shares issued during the year
– JUL 2017 ($0.30 per share for non-cash)
– JUN 2018 (exercise of options)
–
–
–
–
1,875,000
562,500
562,500
7,500
– NOV 2018 (placement)
32,094,012
3,530,349
– DEC 2018 (entitlement offer)
4,677,824
514,561
Transaction costs on raising capital
–
(383,297)
–
–
–
–
–
363,620
At the end of the reporting period
250,731,917
29,810,861
213,960,081
26,149,248
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote.
(b) Options
(i) For information relating to the Oliver’s Real Food Ltd employee option plan, including details of
options issued, exercised and lapsed during the financial year and the options outstanding at
year-end. Refer to the Director's Report and Note: Share-based Payments.
(ii) For information relating to share options issued to key management personnel during the
financial year. Refer to the Director's Report and Note: Share-based Payments.
(c) Capital Management
Management controls the capital of the Group in order to maintain a sustainable debt to equity
ratio, generate long-term shareholder value and ensure that the Group can fund its operations and
continue as a going concern.
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by
financial assets. The Group is not subject to any externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group's financial risks
and adjusting its capital structure in response to changes in these risks and in the market. These
responses include the management of debt levels, distributions to shareholders and share issues.
64
65
NOTE 22: CAPITAL AND LEASING COMMITMENTS
(a) Finance Lease Commitments
Payable – minimum lease payments
– Not later than 12 months
– Between 12 months and 5 years
– Later than 5 years
Minimum lease payments
Less future finance charges
Present value of minimum lease payments
(b) Operating Lease Commitments
Non-cancellable operating leases contracted for but not
recognised in the financial statements
Payable – minimum lease payments
– Not later than 12 months
– Between 12 months and 5 years
– Later than 5 years
(c) Operating Lease Commitments – Sub-lease
Non-cancellable operating leases contracted for but not
recognised in the financial statements
Payable – minimum lease payments
– Not later than 12 months
– Between 12 months and 5 years
– Later than 5 years
Note
2019
$
2018
$
305,784
618,294
–
924,077
(32,918)
891,159
190,940
348,782
–
539,722
(69,824)
469,897
2019
$
2018
$
17
Note
3,085,135
3,470,270
11,316,667
13,407,039
14,975,884
18,954,174
29,377,686
35,831,483
Note
2019
$
2018
$
825,572
561,485
2,728,494
2,256,915
–
101,964
3,554,066
2,920,363
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 22: CAPITAL AND LEASING COMMITMENTS (CONTINUED)
Note
2019
$
2018
$
(d) Lessor Commitments – Sub-lease
Minimum lease commitments receivable but not recognised in the
financial statements
– Not later than 12 months
– Between 12 months and 5 years
– Later than 5 years
28,333
47,223
–
88,010
317,636
663,119
75,556
1,0368,765
NOTE 23: CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Contingent Liabilities
The consolidated entity has given bank guarantees as at 30 June 2019 of $360,904 (2018: $606,680) to
various landlords to support QSR leases.
NOTE 24: OPERATING SEGMENTS
General Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and
used by the board of Directors (chief operating decision makers) in assessing performance and in
determining the allocation of resources.
The Group operates exclusively in the Quick Service Restaurant segment in Australia.
66
NOTE 25: CASH FLOW INFORMATION
(a) Operating Activities with Profit after Income Tax
Profit after income tax
Non-cash flows in profit
67
2019
$
2018
$
(15,661,501)
(642,753)
Depreciation & Amortisation
2,451,627
2,296,595
Net (gain)/loss on disposal of property, plant and equipment
573,836
(1,826,844)
Impairment expense
Share option expenses
Changes in assets and liabilities, net of the effects of purchase and
disposal of subsidiaries:
– Decrease in trade and term receivables
– Decrease/(increase) in prepayments
– Increase in inventories
– Decrease other operating assets
– Increase in trade payables
– Increase in income taxes payable
– (Decrease)/increase in deferred taxes payable
– Decrease/(increase) in deferred taxes receivable
– Increase in provisions
– Decrease/(increase) in accruals
– Increase in other operating liabilities
Cash flows from operating activities
6,557,725
18,596
274,610
153,256
458,978
156,858
522,833
(257,430)
(323,938)
(754,765)
244,331
491,601
–
(1,011,461)
758,213
151,300
22,092
872,954
90,665
149,604
(19,394)
259,179
1,150,643
(238,439)
30,053
446,426
(3,952,992)
1,348,587
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 26: SHARE-BASED PAYMENTS
(a) Directors Share Option Plan
On 21 April 2017, 2,250,000 share options were granted to Non-Executive Directors under the
Oliver's Employee Incentive Plan to take up ordinary shares at an exercise price of $0.30 each. The
options are exercisable on or before 20 April 2021. The options hold no voting or dividend rights
and are not transferable.
These options vest over a two years period. Vesting is subject to continuous service as Director
until the vesting date.
Set out below are summaries of options granted under the plan:
Grant Date
Expiry Date Exercise Price
Balance at
start of the
year
Granted
Exercised
2019
Expired/
forfeited/
other
Balance at
the end of the
year
21/4/2017
20/4/2021
$0.30
2,250,000
–
– (2,250,000)
–
Weighted average
exercise price
$0.30
No options were exercisable at the end of the financial year: The weighted average share price during
the financial year was $0.040.
(b) Executive Share Option Plan
On 3 May 2017, 3,700,000 share options were granted to Executives under the Oliver’s Employee
Incentive Plan to take up ordinary shares at an exercise price of $0.30 each. The options are
exercisable on or before 26 February 2021. The options hold no voting or dividend rights and are
not transferable.
These options vest over a three year period. Vesting is subject to performance conditions
pertaining to earnings forecast and relative total shareholder return (TSR) being met and the
executive is still employed at the end of the vesting period. The options lapse when an executive
ceases his/her employment with the group.
Grant Date
Expiry Date
Exercise
Price
Balance at
start of the
year
Granted
Exercised
2019
Expired/
forfeited/
other
Balance at
the end of the
year
3/05/2017 26/02/2021
$0.30
1,500,000
–
–
(1,000,000)
500,000
Weighted average
exercise price
$0.30
There were no options exercisable at the end of the financial year:
A total of 1,000,000 options were forfeited as a result of the executives left the company during
the financial year. The weighted average share price during the financial year was $0.040.
The weighted average remaining contractual life of options outstanding at the end of the financial
year was 1.80 years.
68
69
NOTE 26: SHARE-BASED PAYMENTS (CONTINUED)
(c) Veritas Share Option
On 21 April 2017, 2,000,000 share options were granted to Veritas Securities Limited under the
Letter of Appointment as Corporate Adviser and Lead Manager for the group’s initial public
offering. The options are exercisable on or before 20 June 2020 with an exercise price of $0.30
each. The options hold no voting or dividend rights and are not transferable.
These options vest over a two year period and with no other vesting conditions.
Set out below are summaries of options granted under the plan:
Grant Date
Expiry Date Exercise Price
Balance at
start of the
year
Granted
Exercised
2019
Expired/
forfeited/
other
Balance at
the end of the
year
21/4/2017 20/6/2020
$0.30
2,000,000
–
–
–
2,000,000
Weighted average
exercise price
$0.30
There were 2,000,000 options exercisable at the end of the financial year: The weighted average
share price during the financial year was $0.040.
The weighted average remaining contractual life of options outstanding at the end of the financial
year was 0.97 years.
(d) Whitfield Share Option
On 11 August 2016, Whitfield Investments Pty Ltd, a company associated with John Diddams, a
Director of the Company, was granted an option over 400 ordinary shares at an exercise price of
$100 each, subject to certain vesting conditions, including the Company listing on ASX before 30
September 2017 and John Diddams remaining as a Director of the Company for the vesting periods.
The options were restructured after the Company undertook 7500:1 share split on 11 November 2016,
resulting in a option over 3,000,000 ordinary shares with a corresponding reduction in the exercise
price. All options were forfeited during the year on resignation of Mr Diddams.
Set out below are summaries of options granted under the plan:
Grant Date
Expiry Date Exercise Price
Balance at
start of the
year
Granted
Exercised
2019
Expired/
forfeited/
other
Balance at
the end of the
year
11/08/2016
14/10/2019
$0.01393
562,500
–
(562,500)
–
–
Weighted average
exercise price
$0.01393
There were no options exercisable at the end of the financial year:
The weighted average share price during the financial year was $0.040.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
NOTE 27: EVENTS AFTER THE REPORTING PERIOD
On 31 July 2019, the Board approved a loan agreement between Jason Gunn, CEO and the Company.
The agreement covers a $500,000 unsecure loan from Mr Gunn, bearing interest at 10% p.a. with no
specified maturity date. The proceeds of the loan with be used for working capital.
Following the closure of the store at Aratula, the fixtures and fittings were sold and the lease assigned
to the purchaser with settlement occurring 17 July 2019.
The Directors are not aware of any other significant events since the end of the reporting period.
NOTE 28: RELATED PARTY TRANSACTIONS
Related Parties
(a) The Group’s main related parties are as follows:
i. Entities exercising control over the Group:
The ultimate parent entity that exercises control over the Group is Oliver’s Real Food Ltd, which is
incorporated in Australia.
ii. Key Management Personnel:
Any person(s) having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including any Director (whether executive or
otherwise) of that entity are considered key management personnel.
iii. Entities subject to significant influence by the Group:
An entity that has the power to participate in the financial and operating policy decisions of an
entity, but does not have control over those policies, is an entity that holds significant influence.
Significant influence may be gained by share ownership, statute or agreement.
iv. Other Related Parties
Other related parties include entities controlled by the ultimate parent entity and entities over
which key management personnel have joint control.
→ Jason Gunn is the Chief Executive Officer of the company and was appointed as a director on 28
February 2019.
→ Amanda Gunn the Operations Manager, is the wife of Jason Gunn and was appointed as a
director on 28 February 2019.
→ Taonga Nui Holdings Limited is a company incorporated in New Zealand of which both Jason
Gunn and Katherine Hatzis hold equity.
→ Gunn-arr Pty Limited is a company incorporated in Australia of which Jason Gunn holds equity.
(b) Transactions with related parties:
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
Associates
Royalty payment to Taonga Nui Holdings Limited
Consulting fees paid to Taonga Nui Holdings Limited
70
2019
2018
$
–
–
$
–
–
NOTE 28: RELATED PARTY TRANSACTIONS (CONTINUED)
(c) Amounts outstanding from related parties
Trade and Other Receivables
Taonga Nui Holdings Limited
Jason Gunn
71
2019
2018
$
–
–
$
–
2,500
NOTE 29: FINANCIAL RISK MANAGEMENT
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and
payable, loans to and from subsidiaries and leases.
The totals for each category of financial instruments, measured in accordance with AASB 9: Financial
Instruments as detailed in the accounting policies to these financial statements, are as follows:
Financial Assets
Cash and cash equivalents
Loans and receivables
Total Financial Assets
Financial Liabilities
Financial liabilities at amortised cost
Trade and other payables
Borrowings
Total Financial Liabilities
Financial Risk Management Policies
2019
$
2018
$
890,685
2,858,960
609,571
659,714
1,500,256
3,518,674
4,659,021
2,073,756
3,128,895
2,075,872
6,732,777
5,204,767
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency
risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management
program focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the financial performance of the consolidated entity.
Risk management is carried out by senior finance executives (‘finance’) under policies approved by the
Board of Directors (‘the Board’). These policies include identification and analysis of the risk exposure
of the consolidated entity and appropriate procedures, controls and risk limits. Finance identifies and
evaluates financial risks within the consolidated entity’s operating units. Finance reports to the Board on
a monthly basis.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
NOTE 29: FINANCIAL RISK MANAGEMENT (CONTINUED)
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and
market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and
equity price risk). There have been no substantive changes in the types of risks the Group is exposed
to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring
the risks from the previous period.
(a). Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by
counter parties of contract obligations that could lead to a financial loss to the Group.
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting
in financial loss to the consolidated entity. The consolidated entity has a strict code of credit,
including obtaining agency credit information, confirming references and setting appropriate
credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit
risk. The maximum exposure to credit risk at the reporting date to recognised financial assets
is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the
statement of financial position and notes to the financial statements. The consolidated entity does
not hold any collateral.
(b). Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its
debts or otherwise meeting its obligations related to financial liabilities. Vigilant liquidity risk
management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and
cash equivalents) and available borrowing facilities to be able to pay debts as and when they
become due and payable.
The table below reflects an undiscounted contractual maturity analysis for financial liabilities.
Cash flows realised from financial assets reflect management’s expectation as to the timing
of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows
presented in the table to settle financial liabilities reflect the earliest contractual settlement dates
and do not reflect management’s expectations that banking facilities will be rolled forward.
Financial liability and financial asset maturity analysis
Within 1 Year
1 to 5 years
Over 5 years
2019
$
2018
$
2019
$
2018
$
2019
$
2018
$
2019
$
Total
2018
$
Consolidated Group
Financial liabilities
due for payment
Bank overdrafts and
loans
Trade and other
payables
Amounts payable to
related parties
1,000,000
–
4,659,021
3,128,895
200,000
200,000
–
–
–
1,390,000
–
–
–
–
–
–
–
– 1,000,000 1,390,000
–
–
–
–
4,659,021
3,128,895
200,000
200,000
873,756
485,872
6,732,777 5,204,767
Finance lease liabilities
271,193
174,313
602,563
311,559
Total expected outflows
6,130,214 3,503,208
602,563
1,701,559
72
73
NOTE 29: FINANCIAL RISK MANAGEMENT (CONTINUED)
Within 1 Year
1 to 5 years
Over 5 years
2019
$
2018
$
2019
$
2018
$
2019
$
2018
$
2019
$
Total
2018
$
890,685 2,858,960
609,571
659,714
1,500,256
3,518,674
–
–
–
–
–
–
(4,629,958)
15,466
(602,563)
(1,701,559)
–
–
–
–
–
–
–
–
890,685 2,858,960
609,571
659,714
1,500,256
3,518,674
5,232,521
(1,686,093)
Consolidated Group
Financial Assets – cash
flows realisable
Cash and cash
equivalents
Trade, term and loans
receivables
Total anticipated
inflows
Net (outflow) / inflow
on financial instruments
(c). Market Risk
Interest rate risk
i.
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end
of the reporting period whereby a future change in interest rates will affect future cash flows or
the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on
floating rate instruments. The financial instruments that primarily expose the Group to interest rate
risk are borrowings, and cash and cash equivalents.
The consolidated entity’s main interest rate risk arises from long-term borrowings. Borrowings
obtained at variable rates expose the consolidated entity to interest rate risk. Borrowings obtained
at fixed rates expose the consolidated entity to fair value risk. The policy is to maintain approximately
60% of current borrowings at fixed rates using interest rate swaps to achieve this when necessary.
The following sensitivity analysis shows the impact that a reasonable possible change in interest
rates would have on Group profit after tax and equity. The impact is determined by assessing the
effect that such a reasonable possible change in interest rates would have had on the interest
income/(expense) and the impact on financial instrument fair values.
If interest rates had moved by 100 basis points and with all other variables held constant, profit
after tax and equity would be affected as follows:
Interest rates – increase by 100 basis points
Interest rates – decrease by 100 basis points
Impact on profit after tax
2019
$
2018
$
(10,000)
(9,730)
10,000
9,730
ii. Foreign currency risk
Exposure to foreign currency risk may result in the fair value or future cash flows of a financial
instrument fluctuating due to movement in foreign exchange rates of currencies in which the
Group holds financial instruments which are other than the AUD functional currency of the Group.
The consolidated entity is not exposed to any significant foreign currency risk.
iii. Other price risk
Other price risk relates to the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market prices largely due to demand and supply factors (other
than those arising from interest rate risk or foreign currency risk) for commodities.
The consolidated entity is not exposed to any significant price risk.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT NOTE 29: FINANCIAL RISK MANAGEMENT (CONTINUED)
Fair Values
Fair value estimation
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
NOTE 30: RESERVES
Option Reserve
The option reserve arises on the grant of share options to Directors and executives in accordance
with the provisions of Oliver’s Employee Incentive Plan. Amounts are transferred out of the reserve
and into issued share capital when the options are vested. Further information about the share
based payments to employees is set out in Note 26.
74
75
OLIVER’S REAL FOOD LTD AND CONTROLLED ENTITIES
DIRECTORS’ DECLARATION
The Directors of the company declare that, in the opinion of the Directors:
(a) The attached financial statements and notes thereto are in accordance with the
Corporations Act 2001; and
(i) give a true and fair view of the financial position and performance of the consolidated
entity; and
(ii) comply with Australian Accounting Standards, including the Interpretations and
Corporations Regulations 2001;
(b) the financial statements and notes thereto also comply with International Financial
Reporting Standards, as disclosed in Note 1;
(c) the Directors have been given the declarations required by S.295A of the Corporations Act
2001; and
(d) there are reasonable grounds to believe that the company will be able to pay its debts as
and when they become due and payable.
Signed in accordance with a resolution of the Directors made pursuant to S.295(5) of the Corporations
Act 2001.
On behalf of the Directors:
Nicholas Dower
Chairman, Non-executive Director
Dated: 17 October 2019
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
To the Members of Oliver’s Real Food Limited
Opinion
We have audited the financial report of Oliver’s Real Food Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity
and the consolidated statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
i)
ii)
giving a true and fair view of the Group's financial position as at 30 June 2019 and of its financial
performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Company incurred a net loss of
$15,661,501 during the year ended 30 June 2019 and, as of that date, the Company's current liabilities exceeded
its current assets by $3,835,576. As stated in Note 1, these events or conditions, along with other matters as set
forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability
to continue as a going concern. Our opinion is not modified in respect of this matter.
76
77
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
Impairment of goodwill and intangible assets
Refer to Note 14 in the financial statements
How our audit addressed this matter
The Group has goodwill of $2.1m as a result of its
various acquisitions. Goodwill is not amortised,
and is subject to an annual impairment test, which
is based on a discounted cash flow model.
The Group’s assessment of
impairment of
goodwill and intangible assets is considered to be
a key audit matter as a result of the significant
judgment involved in performing the impairment
test. These included:
•
the
the group’s cash
generating units (“CGUs”), and the allocation
of goodwill between them;
identification of
• estimates concerning the forecast future cash
flows associated with the CGUs to which the
goodwill is allocated; and
• determining the appropriate discount rates
and the growth rate of revenue and costs to
be applied in determining the recoverable
amount for each CGU.
Our audit procedures in relation to management’s
impairment assessment included:
• assessing management’s identification of CGUs,
and its allocation of the goodwill between them,
based on the nature of the Group’s business and the
manner in which results are monitored and reported;
•
• assessing the valuation methodology used, and the
mechanics of the impairment model prepared by
management;
challenging
the key assumptions used by
management in the impairment models including the
cash flow projections for revenue and expenses, and
growth rates, our understanding of the business; and
• we have also assessed the adequacy of the
disclosures included within the financial statements
for impairment testing, including the assumptions to
which the outcome of the impairment test is most
sensitive, being those that have the most significant
effect on the determination of the recoverable
amount of goodwill.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2019, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 21 of the directors' report for the year ended
30 June 2019.
In our opinion, the Remuneration Report of Oliver’s Real Food Limited, for the year ended 30 June 2019, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
David Talbot
Partner
RSM Australia Partners
Sydney 17 October 2019
78
79
ADDITIONAL SHAREHOLDER INFORMATION
Additional information required by the Australian Securities Exchange (ASX) and not shown elsewhere in
this report is as follows. The information is current at 11 October 2019.
Substantial Shareholders as advised to the ASX
Name
Hauraki Trustee Company Limited
Butof Holdings Pty Ltd
Mr Michael John Gregg &
Distribution of Shareholders
Number of Shares
Current Interest %
33,387,500
23,544,318
17,100,000
13.316%
9.390%
6.820%
There are 2,102 holders of 213,960,081 ordinary shares. There are no other classes of equity securities on
issue.
Holdings Ranges
1–1,000
1,001–5,000
5,001–10,000
10,001–100,000
100,001–9,999,999,999
Totals
Holders
Total Units
%
30
364
259
1,268
293
2,214
7,330
1,210,652
2,015,619
42,556,987
204,824,329
0.000%
0.480%
0.800%
16.980%
81.730%
250,614,917
100.00%
There are 342 shareholders (919,123 shares) holding less than a marketable parcel (11.5c).
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT Top Twenty Shareholders
Name
Hauraki Trust Company Limited
Butof Holdings Pty Ltd
Mr Michael John Gregg &
Gelba Pty Limited
Custodial Service Limited
Washington H Soul Pattinson and Company Limited
Mr jason Anthony Gunn
Mr Peter Michael Davies
Taonga Nui Holdings NZ Limited
MSI 888 Pty Ltd
Ms Anne Louise Matthews
Mrs Pamela Elizabeth Brown
Mr Bert Van Netten
Mr Mark Kelly & Ms Terese Annette Kelly
Rotstein Family Super Fund Pty Ltd < Rotstein Family Super A/C>
Jaharo Pty Ltd
Patagorang Pty Ltd
Marko Polo Pty Ltd
Boucaut Enterprises Pty Ltd
Mr Terry O'Sullivan
Total Securities of Top 20 Holdings
Total of Securities
On-Market Buy Back
There is no current on-market buy back.
Voting Rights
Number of Shares
Current Interest %
33,387,500
23,544,318
17,100,000
12,342,842
5,420,155
4,545,455
3,148,862
3,000,000
2,500,000
2,335,403
1,985,000
1,750,000
1,728,269
1,582,065
1,560,000
1,500,000
1,458,333
1,438,889
1,249,998
1,200,000
122,777,089
250,731,917
13.316%
9.390%
6.820%
4.923%
2.162%
1.813%
1.256%
1.196%
0.997%
0.931%
0.792%
0.698%
0.689%
0.631%
0.622%
0.598%
0.582%
0.574%
0.499%
0.479%
48.976%
The voting rights attached to ordinary shares are set out below:
On a show of hands every member present at a meeting in person or by proxy shall have one vote and
upon a poll each fully paid share shall have one vote.
There are no other classes of equity securities.
Unquoted equity securities
Oliver’s has 7,142,000 unquoted options on issue to 49 holders. All of these options were issued
pursuant to the Oliver’s Equity Incentive Plan except for those listed below.
Option Holder
Veritas Securities Limited
Number of Options
2,000,000
80
81
Use of Cash and Assets
Oliver’s has used the cash and assets in a form readily convertible to cash at the time of admission to
the ASX in a way consistent with its business objectives as stated in its Prospectus.
Stock Exchange Listing
Oliver’s securities are only listed on the ASX.
Corporate Governance Statement
The Board plays a key role in overseeing the policies, performance and strategies of Oliver’s Real
Food Limited and its subsidiaries (Oliver’s or the Group or the Company). It is accountable to Oliver’s
Shareholders as a whole and must act in the best interests of Oliver’s. The Board monitors the
operational and financial position and performance of the Company and oversees its business strategy,
including approving the strategic objectives, plans and budgets of Oliver’s. The Board is committed
to maximising performance, generating appropriate levels of Shareholder value and financial return,
and sustaining the growth and success of Oliver’s. In conducting Oliver’s business in line with these
objectives, the Board seeks to ensure that Oliver’s is properly managed to protect and enhance
Shareholder interests and that Oliver’s, its Directors, officers and personnel operate in an appropriate
environment of corporate governance.
The Board has created a framework for managing Oliver’s, including adopting relevant internal controls,
risk management processes and corporate governance policies and practices, which it believes are
appropriate for Oliver’s business, and which are designed to promote the responsible management and
conduct of Oliver’s. The Board sets the cultural and ethical tone.
The main policies and practices adopted by Oliver’s are summarised in this Corporate Governance
Statement (Statement).
Each of the charters and policies referred to in this Statement are available on Oliver’s website at
http://www.investor.oliversrealfood.com.au/.
Oliver’s was admitted to the Official List of ASX Limited on 21 June 2017 and this Statement details the
corporate governance policies practices in place on listing and any developments since that time.
This Statement reports against the 3rd edition of the ASX Corporate Governance Council’s Principles
and Recommendations (ASX Principles) and the practices detailed in this Corporate Governance
Statement are current as at 15 September 2017. It has been approved by the Board and is available on
Oliver’s website at http://www.investor.oliversrealfood.com.au/.
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT 82
CORPORATE DIRECTORY
DIRECTORS
Mr Nick Dower
Chairman and Independent Non-Executive Director
Mrs Amanda Gunn
Executive Director
Mr Steven Metter
Independent Non-executive Director, Company Sect
Mr Jason Gunn
Executive Director, CEO
COMPANY SECRETARY
Mr Steven Metter
REGISTERED OFFICE AND
PRINCIPAL PLACE OF
BUSINESS
10 Amsterdam Circuit
Wyong NSW 2259
Australia
(02) 4353 8055
www.investor.oliversrealfood.com.au
SHARE REGISTRY
SOLICITORS
AUDITORS
BANKERS
Boardroom Pty Limited
Level 12, 275 George Street, Sydney NSW 2000
1300 737 760 (in Australia)
www.boardroomlimited.com.au
Breene and Breene
Level 12, 111 Elizabeth Street, Sydney NSW 2000
Norton Rose Fulbright
Level 18, 225 George Street, Sydney NSW 2000
RSM Australia Partners
Level 13, 60 Castlereagh Street, Sydney NSW 2000
Commonwealth Bank of Australia
Level 19, 111 Pacific Highway, North Sydney NSW 2060
National Australia Bank
Level 13, Tower B, 799 Pacific Highway, Chatswood NSW 2067
STOCK EXCHANGE
LISTING CODE
WEBSITE
Oliver’s Real Food Limited (ASX: OLI)
www.oliversrealfood.com.au
www.investor.oliversrealfood.com.au
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT 83
OLIVER’S REAL FOOD LIMITED2019 ANNUAL REPORT 84