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REAL FOOD LIMITED
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annual report
FOR THE YEAR ENDED JUNE 2020
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1
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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8
18
32
34
35
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38
81
82
88
89
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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“WOULD YOU
“WOULD YOU
LIKE BEANS
LIKE BEANS
WITH THAT?”
WITH THAT?”
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FEED YOUR GOOD
O_Wyongs_Beans_750x1760.indd 1
O_Wyongs_Beans_750x1760.indd 1
27/2/20 5:08 pm
27/2/20 5:08 pm
FEED YOUR GOOD
O_Wyongs_Beans_750x1760.indd 1
O_Wyongs_Beans_750x1760.indd 1
27/2/20 5:08 pm
27/2/20 5:08 pm
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CHAIRMAN LETTER
Fellow Shareholders,
As most of you would be aware,
I returned to the business in
March 2019 as CEO to head
up and lead the recovery
mission.
I then addressed you all
as the CEO at the AGM
in November 2019, and
spoke confidently of
stabilising the business,
managing costs,
building revenues, and
delivering a profitable
outcome in FY20.
At that time, in November
2019 we were aware of the
devastating bushfires that had
started to ravage the east coast,
but none of us knew just how
devastating and impactful they
would be on our communities, this
business, and particularly Oliver’s summer trading.
Jason
Gunn
Founder, Chairman
I remember sitting in a board meeting at the end
of February 2020, looking back at the impacts this
natural disaster had on our business and thinking
“what else could possibly get in our way?”
I write to you now as the chairman of the board,
disappointed that the results we are presenting
may initially seem difficult to comprehend,
especially when I had presented such a positive
outlook in November 2019, just 10 months ago.
Much has transpired since November 2019, and
we are all now acutely aware of the devastating
impacts the global pandemic has had (and
continues to have) on the entire global population,
global economies and each of us individually.
So whilst I write to you as the chairman, I also write
to you as the founder and a fellow shareholder,
and I think it is important to share with you why
I personally feel more confident with where this
business is at today, than I ever have.
To get a different result, you must do things
differently:
Coming back into the business in March 2019 was a
sobering and confronting time for me. I knew that
doing the same things over again would likely get
us the same result, I knew we needed to rethink the
way we were doing things to get a different result.
At that time, I was intent on doing the best job I
could as CEO, but I was also determined to find
the right person to take over from me as CEO, to
lead this business into the future, and one of the
5
best things that has happened since
I addressed you all at the AGM,
is that I truly believe we have
found that person in Tammie
Phillips who commenced
in the role of CEO on June
17th 2020.
As the founder and
chairman, I am
completely confident
that Tammie has the
required passion
and belief in our
brand, as well as the
ideal experience and
background to drive the
change that is needed to
deliver the results that we all
want to see, and believe this
business can generate.
Tammie as our new CEO, enjoys the full support
of a board that has an intimate understanding
of this business and its operations, and a
management team that are inspired by her passion
for and knowledge of this market segment.
Sustainable growth:
The other thing that was obvious to me was that
we needed to find a way to leverage our brand
and find a way to grow the business, without the
constant need for significant capital to fund that
growth.
We have found this solution in the Oliver’s Food To
Go (OFTG) brand, recently launched into the Petrol
and Convenience category in association with Euro
Garages (EG).
The exclusive IP License & Supply arrangement with
EG provides Oliver’s with a clear runway to growth
that leverages our brand and business, without the
need for significant growth capital.
We signed this agreement with EG in late May
2020, and at the time of writing we already have
Ninety (90) OFTG outlets open and trading, with
an average of 5 new outlets opening each week in
the metropolitan regions of Brisbane, Sydney and
Melbourne.
This is a significant moment in our evolution as a
brand.
A strong and trusted brand ideally positioned to
benefit from the boom in domestic travel:
As stated at the AGM, we believe that we have a
strong and trusted brand and a store network that
is the foundation of our business.
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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When we reopened the store network in June
2020 after the initial lockdown period, we saw
strong and encouraging sales revenues as
consumers took to the highways in large numbers.
I am delighted that our store network is ideally
located to benefit from the predicted significant
increase in domestic travel and road tripping post
COVID19.
The actual EBITDAI for FY20 (Earnings Before
Interest, Tax, Depreciation, Amortisation and
Impairments) was a loss of just $67K:
Whilst the net loss of $17.5m for the year seems
difficult to comprehend, it is important to
understand how that figure is reached.
Depreciation & Amortisation
-$ 5.753m
Total Reported Loss
Impairments
Interest Expense
Tax
EBITDAI*
-$ 17.502m
-$ 10.234m
-$ 1.086m
-$. 0.090m
-$ 0.067m
*EBITDAI = (Earnings Before Interest, Tax,
Depreciation, Amortisation and Impairments)
As I have been asked by a number of shareholders
to provide commentary and explain how the
accounting standards translate and report the
impacts of the recent natural disasters and
COVID19 pandemic, I provide the following
explanation, full details of which are contained in
the Financial Statements.
The potential impact of impairments of store
assets, such as property, plant and equipment
right-of-use (ROU) assets is calculated based on
the cash flows generated by cash generating
units (CGU’s), (meaning our stores). Given that our
entire store network was closed for a period of 8
weeks, the impact on the cash flow was significant
for the reporting period. Moreover, an impairment
was recognised on goodwill and other intangible
assets. This impairment was determined with
reference to the Group’s CGU being based on the
quick-service-restaurants (QSR) segment.
The ongoing closures in Victoria and travel
restrictions throughout NSW during the first quarter
of FY21 have also heavily impacted our forecasts, (for
both profits and cash flows) for the first half of FY21.
These forecasts are then used in the calculation of
potential impairments at 30 June 2020.
Our revenue forecasts for the first half of FY21
needed to be reduced by approximately $6.0m
(anticipating continuing uncertainty given the
current restrictions and border closures), and
the revenue loss for the current reporting period
was approximately $4.0m below budget as a
result of the pandemic, the bushfires and flooding
during the period from November 2019 to June
2020. These factors had a major impact on the
impairment calculation, meaning that $10.2m has
been charged in impairments to the profit & loss at
30 June 2020, thus making up a significant portion
of the total reported loss of $17.5m.
The $10.2m Impairment write-offs included:
→ $6.1m of Right of use assets (which means
leases) and
→ $1.6m of Property Plant & Equipment
(Store Equipment)
→ $2.3m - made up of intangible assets
(mainly goodwill).
In addition to the above, the Group also incurred
a number of one off, (non-recurring costs) totalling
$1.465m, all of which have been charged to the
Profit & Loss and thereby also contributed to the
total reported loss of $17.5m:
The $1.465m one off, non-recurring costs
included:
Share Based Payments
(Issue of Directors Options)
Extraordinary legal costs
(due to the failed EG Fuels SID)
$1.165m
$0.300m
The FY20 results have been impacted by the
application of Accounting Standards that require
non-financial assets to be tested for impairment
when indicators exist. The impairment models
contemplate both the current and the foreseeable
trading conditions which in the current Covid-19
climate are uncertain.
Accordingly, the financial impact is more significant
than may otherwise have been the case.
So, as you can see, the actual EBITDAI (Earnings
Before Interest, Tax, Depreciation, Amortisation and
Impairments) was a loss of just $67K.
For me, given both the localised and global
challenges we have faced in FY20, I am celebrating
the achievements of a team that has done an
amazing job of stabilising the business, significantly
reducing costs, managing the challenges, and
restructuring themselves to be well positioned to
not just survive, but thrive in FY21.
To the entire Oliver’s team around Australia,
thank you for adjusting and coping with the ever
changing and challenging situation of the last
12 months. Many of you have made significant
personal sacrifices throughout this period, and on
behalf of the board and shareholders you deserve
our thanks and applause.
7
Our plans have been slightly disrupted in FY20, but
we have a strong team led by Tammie Phillips our
new CEO, and a clear runway to significant growth
through our partnership with EG.
All of our customers, team and shareholders should
rest assured that we are confident that Oliver’s is in
excellent shape to thrive in FY21 and beyond.
As many of you are already aware, I am open to
receiving communications from shareholders and
welcome your feedback or questions at jason@
oliversrealfood.com.au
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Jason Gunn
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Founder & Non-Executive Chairman
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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CEO LETTER
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As I prepare this year’s annual letter to
shareholders, I have been in the CEO seat
for 12 weeks. Whilst the formulation of a
full strategic vision is a longer runway, I
have in this time, with the support of the
dedicated Oliver’s team, learnt how the
company operates. We have turned our
attention to the handful of areas that we
believe matter most right now, which I
will share with you.
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Firstly, the FY2020 results and I respect
that the annual report contains some
sobering news for investors. I am
certain all shareholders understand that
the company has faced unprecedented
challenges including bushfires, floods and a
worldwide health pandemic that have had a
direct impact on revenue performance in FY20.
For the short time that I have been in this role
I have had to take action on critical situations
related to COVID19. I can tell you firsthand it is a
very difficult challenge to navigate with the daily
changing landscape of border closures, restricted
trading and regulated COVID safety plans
impacting the business.
Notwithstanding these environmental challenges
the business has faced in FY20 I acknowledge that
the company has not produced the returns that the
investment community expects.
My initial focus has been to understand the
business performance by focusing only on the key
analytic measures for this industry. Through this
lens we have been able to quickly identify what the
core strengths and weaknesses of the business are,
and formulate some short term initiatives, whilst
we concurrently work to formulate a full strategic
vision.
The positive learnings of Oliver’s:
1. Being different is a good thing and Oliver’s
enjoys a unique market position in the QSR
channel as the healthiest fast food offering
in category. The company’s commitment to
quality, freshness and health (defined as real
foods) is uncompromising and has earnt the
business a strong brand reputation.
Tammie
Phillips
Chief executive
Officer
2.
3.
It is this strong brand foundation that attracted
the EG group to the business and has
ultimately resulted in a partnership between
the two businesses that has now opened the
Oliver’s business up to the retail convenience
channel. We currently have 90 FOOD TO GO
outlets operating in EG petrol stations, with 135
planned by Christmas 2020.
In June 2020 when the nation came out of the
first wave of COVID19 and all borders were
open, all venues in the group re-opened with
pleasing results. Most venues’ trade resurged
to levels higher than the same previous year
period as Australians took to the road for short
breaks. Victoria’s second wave, lockdown and
state border closures, brought this to a halt but
there is confidence gained from the trading
period of late May to early July that indicate
Oliver’s business is in a strong position once
borders and restrictions are lifted.
4.
In FY20 significant resources have been
invested in cloud-based business management
software with advances made to the
improvement and quality of financial reporting
and analytics.
In summary, my positive learnings include that
Oliver’s is a solid, trusted brand, with a strong
purpose, serving a growing market segment
that is demanding health in convenience. In
the QSR channel, the business’s revenue is in a
strong position to grow when travel starts with
the revival of the driving holiday expected. In the
retail convenience channel, the business has the
opportunity to grow a significant retail health
brand beginning with stabilising and growing the
EG partnership. The business now has a reliable
financial accounting and reporting system which
provides for factual decision making.
Whilst there is significant opportunity to grow
revenues, the business also recognises that in the
short term we need to improve efficiencies and
reduce costs. This will create a solid foundation
for our long-term profitable growth. These are the
initial steps we are taking:
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→ Facts will rule our decision making – we have a
refreshed robust set of metrics in the business
to measure and drive performance on what
matters. We are committed to improving and
refining these measures with an unwavering
dedication to ‘if you can’t measure it, you can’t
manage it’
→ We are committed to a fundamental
restructuring of the cost side of our business
– we are systematically continuing to review
every aspect of our business to eliminate costs
that do not produce value for our customers
→ We will innovate product faster to further
differentiate the Oliver’s offer from other
QSR and health convenience brands – we are
focusing on range optimisation in the FOOD
TO GO prepared foods category to leverage
the growth opportunities with EG in the petrol
convenience channel. This will also benefit the
ranging offer in our traditional company owned
QSR venues and provide scale and efficiencies
to our kitchens
→ We will improve our value perception through
strategic initiatives – we are placing high
importance on menu simplification and speed
of service.
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We are investing in technology platforms to
provide both a better customer experience and to
run our business more efficiently – the roll out of a
cloud-based point of sale system will provide faster
service times, improve labour productivity and give
better data visibility. It will also enable personalised
offers and new experiences.
We also will implement an integrated cloud-based,
supply chain and inventory management platform,
which will bring many new capabilities including
demand-based replenishment
As a team we are committed to building a strong
culture - we are building a team structure with
clear accountabilities for all team members. I
believe that a team that is clear on purpose,
responsibilities and keeps customers at the core
of decision making, is best empowered to deliver
results.
I recognise these are challenging times and we
have our work cut out for us. I affirm we are taking
the steps now to reposition the company post
COVID to produce the returns that the investment
community expects and that we expect from
ourselves. Whilst in the short term we work
through these steps of continuous improvement,
we are developing a full strategic vision for the
company.
We look to the future with optimism and are
confident on our team’s ability to execute and
deliver for all stakeholders. Our team is steadying
the ship in the face of headwinds to come
out stronger the other side and I give you my
assurance that this is a responsibility to you all,
and each other, that we take very seriously. Thank
you for joining us in our quest and thank you for
being an Oliver’s shareholder. Our thoughts remain
with the communities and individuals, including
healthcare workers and first responders, most
deeply affected by the COVID-19 crisis.
Yours Sincerely,
Tammie Phillips
CEO
tammie.phillips@oliversrealfood.com.au
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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STORE
LOCATIONS
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13
24STORE
LOCATIONS
QUEENSLAND
Maryborough
NEW SOUTH WALES
Chinderah
Port Macquarie
Ferry Park
Coffs Harbour Nth
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
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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
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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84+
EG
LOCATIONS
17
VICTORIA
17 Locations
19
QUEENSLAND
19 Locations
44
NEW SOUTH WALES
44 Locations
4
ACT
4 Locations
15
QLD
→ Birkdale
→ Bowen Hills
→ Browns Plains West
→ Capalaba
→ Cornubia
→ Flagstone
→ Goodna
→ Kallangur
→ Kingston
→ Mango Hill
→ Mitchelton
→ Moorooka
→ Mt Cotton
→ Northgate
→ Ormeau
→ Slacks Creek
→ Springfield
→ Warner
→ Woodridge
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EG STORE LOCATIONS
NSW
→ Bankstown
→ Bass Hill
→ Belmont
→ Berkshire Park
→ Blacktown
→ Brookvale
→ Bulli
→ Roselands
→ Spring Farm
→ Strathfield
→ Turramurra
→ Vineyard
→ Werrington
→ West Ryde
→ Windsor
→ Campbelltown Mall
→ Wollongong West
→ Cardiff
→ Chatswood East
→ Chester Hill
→ Chipping Norton
→ Chullora
→ Cranbrook
→ Dural
→ Fairymeadow
→ Glenrose
→ Gosford
→ Granville
→ Greenacre
→ Gregory Hills
→ Kogarah
→ Lansvale
→ Leichhardt
→ Marrickville
→ Minto
→ Miranda
→ Narellan
→ Newport
→ North Liverpool
→ North Narrabeen
→ Prestons
→ Redfern
→ Rockdale
→ Woolooware
ACT
→ Belconnen
→ Canberra Gateway
→ Gungahlin
→ Hume
VIC
→ Abbotsford (Fitzroy)
→ Altona Meadows
→ Braeside
→ Carrum Downs
→ Coburg
→ Frankston North
→ Geelong North
→ Melton Gateway
→ Mernda
→ Monbulk
→ North Melbourne
→ Ocean Grove North
→ Pascoe Vale
→ Rye
→ St Helena
→ St. Kilda
→ Torquay
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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DIRECTOR'S
REPORT
18
Oliver's Real Food Limited
Directors' report
30 June 2020
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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of Oliver's Real Food Limited (referred to hereafter as the 'company' or 'parent entity') and the entities
it controlled at the end of, or during, the year ended 30 June 2020.
General Information on 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 and Non-Executive Director (Ceased 2 May 2020)
•
Jason Gunn - Chairman and Non-Executive Director (Appointed 2 May 2020), previously CEO and Executive Director
(Appointed 28 February 2019).
• Amanda Gunn – Non-Executive Director (Appointed 28 February 2019).
• David McMahon – Executive Director (Appointed 2 May 2020).
• Steven Metter Company Secretary and Non-Executive Director (Appointed 11 March 2019).
Principal Activities
During the financial year the principal continuing activities of the Group comprised of management of Quick Service
Restaurants (“QSR”) in Australia under the branding of “Oliver’s real Food”.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to $17,506,369 (30 June 2019: $15,661,501).
2020
$
2019
$
Change
Change
$
%
Revenue from ordinary activities
Raw materials and consumables used
Gross Profit
Earnings before interest, taxes, depreciation, amortisation and
impairment (EBITDAI)
Net (loss) / profit after tax attributable to members
Net Assets
Net Tangible Assets
Cash and Cash equivalents
31,772,297
(8,516,919)
23,255,378
(69,477)
(17,506,369)
(4,284,001)
(6,919,770)
958,303
35,050,618
(9,279,135)
25,771,483
(3,278,321)
762,216
(2,516,105)
(6,518,231)
(15,661,501)
11,590,974
5,493,273
1,042,598
6,448,754
(1,844,868)
(15,874,975)
(12,413,043)
(84,295)
(9.4%)
(8.2%)
(9.8%)
(98.9%)
11.8%
(137.0%)
(226.0%)
(8.1%)
At the end of the reporting period the Company operated 24 Oliver’s company owned stores in Australia and had commenced
supply of the OLIVERS FOOD TO GO offer in 14 EG Outlets in Sydney.
As is evident, the 2020 financial year has been a challenging one for the Company. The combined impact of bushfires, floods
and COVID 19 has had direct and significant impacts on the business performance. On one hand the business has navigated
these challenges diligently with a strong focus on margin performance and operating expense control which has resulted in
a small loss on the EBITDAI. On the other hand, the combination of all of these environmental factors has had significant
negative impact on impairments, as reflected in the large asset impairment provisions.
The impact of COVID 19 saw all venues cease trading for an 8-week period during 23 March to 13 May. Further closures
and impacts have resulted from the VIC second wave and state border closures. The period between June and July when
the economy opened up briefly saw strong resurgence of sales to most Oliver’s venues and gives some optimism for the
network as Australia navigates its way out of the pandemic. The EG supply agreement was finalised in May, with a
partnership plan to open 135 FOOD TO GO outlets by December 2020 – by 30 June the company was operating 14 sites
and the growth trajectory is on track.
FY20 was a challenging year for many businesses and industries for its own unique reasons. With the re-opening of the
borders and lock-down restrictions expected to end soon and the growth opportunities from the EG partnership, Oliver’s is
in a strong position for revenue growth.
Oliver's Real Food Limited
Directors' report
30 June 2020
19
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
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Matters subsequent to the end of the financial year
The Company has since committed to a $5.0m term loan facility, repayable in 36 months. The terms of this facility comprise
an interest rate of 10.5% p.a., and the repayment of the current CBA facility (Balance of $950k as at the date of this report).
The Company is also required to enter into a Warrant Deed granting the holder the option to subscribe for shares over two
tranches, the first being for 37,500,000 shares and the second for a further 10,000,000 shares at a warrant exercise price of
$0.12 per share.
There are also financial covenants stating the minimum cash balance as at 30 September 2020 and 31 December 2020
must be greater than $2,500,000, as at 31 March 2021 and 30 June 2020 and as at 30 September 2021 $2,000,000, and as
at 31 December 2021 $1,500,000 and remaining at that level thereafter whilst the facility is in place.
COVID 19 Impact on Olivers Real Food Limited
The COVID 19 pandemic has developed rapidly in 2020, with a significant number of cases. Measures taken by various
governments to contain the virus have affected economic activity and the Company’s business in various significant ways:
● Due to government measures taken, Olivers had to close its entire network of stores, the 3 warehouses and 2 kitchens as
of March 23rd 2020. The impact on revenues started to decline from early March as people stayed home and didn’t travel or
eat out as the concerns around the pandemic took hold.
● The reduction of economic activity and the requirement to close our stores meant all employees were stood down and the
Company proceeded to register for JobKeeper which was successful. During the last quarter, the Group received
Government subsidies from JobKeeper amounting to $2.0m and rental subsidies of $496.8k.
As a result of these effects our cumulative revenue in the last quarter of 2020 was approximately $5.6m or 69.8% lower than
our 2019 revenues in the same period.
The Group’s operating results have declined significantly in 2020 and have been negative in March, April and May 2020.
Also, our liquidity has been negatively impacted, which required us to obtain additional funding from our bank by obtaining a
temporary overdraft facility of $750k (reduced to $500k in June) to enable the Group to meet our future liquidity needs
throughout the period of the pandemic.
In the period since 30 June 2019, the Group has incurred losses due to impairments recognised on its Balance Sheet for
Leasehold Improvements of $1.2m, Plant and Equipment of $0.5m and Right of Use Assets of $6.1m, and Intangible assets
of $2.4m.
The Federal Government have also announced the implementation of government assistance measures which might mitigate
some of the impact of the COVID 19 pandemic on our results and liquidity. To the extent appropriate we have applied for
such government assistance. The details of all of the arrangements that might be available to us and the period throughout
which they will remain available are continuing to evolve and remain subject to uncertainty. We are continuing to assess the
implications for our business when these arrangements are no longer available. In particular, the withdrawal of the assistance
currently provided by way of the JobKeeper subsidy would adversely affect the performance of the business until such point
in time trading returned to normal pre COVID 19 levels.
Depending on the duration of the COVID 19 crisis and continued negative impact on economic activity, the Group might
experience further negative results, and liquidity restraints and incur additional impairments on its assets in 2021. The exact
impact on our activities in the remainder of 2021 and thereafter cannot be predicted.
We also refer to note 1 Going concern.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
Likely developments and expected results of operations
Information on likely developments in the operations of the Group and the expected results of operations have not been
included in this report because the directors believe it would be likely to result in unreasonable prejudice to the Group.
Environmental Regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
20
Oliver's Real Food Limited
Directors' report
30 June 2020
Information on directors
Name:
Title:
Experience and expertise:
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Interest in shares:
Interest in options:
Name:
Title:
Qualifications:
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Interests in shares:
Interest in shares:
Interest in options:
l
45,171,362
Nil
Name:
Title:
Experience and expertise:
Jason Gunn
Non-Executive Director and Chairman
Jason brings an intimate understanding of the business and its operations having
founded Oliver’s in 2005 and managed its growth as CEO from 2005 -2018, resigning
in April 2018, and then returning as CEO in March 2019 to lead the recovery process.
Jason created Oliver’s and has led the business throughout most of its operating
history, developing the brand, and its unique offering.
Jason’s ability to lead the Company through periods of growth, rationalisation and
operational restructuring is clearly demonstrated.
Jason completed the AICD company directors’ course in 2017.
Amanda Gunn
Non-Executive Director
Amanda's knowledge of the business and its operations is extensive.
From March 2010 - May 2018 Amanda held the role of Operations Manager for the
company developing all operational functions of the business.
During the time, Amanda's contribution was significant in shaping the development and
growth of the business, brand and operating processes.
In March 2019, Amanda returned to the business for 12 months working as Operations
Manager and Executive Director alongside the team that executed the recovery of the
business.
Amanda is a Non-executive Director, member of the Remuneration and Nominations
Committee, member of the Institute of Directors NZ and currently enrolled to complete
the Company Directors Course.
45,171,362 All shares are held indirectly by spouse, Jason Gunn.
Nil
Steven Metter
Non-Executive Director
Steven is a qualified Chartered Accountant and a management accountant with a 36-
year history as a business recovery specialist. He has extensive successful business
interests in hospitality, as a major shareholder in a Melbourne based 3400 seat
restaurant, and has acted as a financial consultant in Australia, South Africa and the
USA.
5,000,000
Oliver's Real Food Limited
Directors' report
30 June 2020
Name:
Title:
Experience and expertise:
Interests in shares:
Interests in options:
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Name
Title
Experience
Interest in Shares
Interest in Options
Special Responsibilities
Directorships held in other listed
entities during the three years
prior to the current year
21
David McMahon
Executive Director and CFO
As a fellow of the Institute of Public Accountants, a Member of the Governance Institute
of Australia and also the Institute of Chartered Secretaries and Administrators, David
is very well credentialed to fill the role.
33,500
2,000,000
Nicholas Dower
Chairman and Independent Non-Executive Director
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.
500,000 ordinary shares
Nil
Chairman of Remuneration and Nomination Committee
None
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
22
Oliver's Real Food Limited
Directors' report
30 June 2020
Company Secretary
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Steven Metter – appointed as Company Secretary on 11 March 2019 and ceased as Company Secretary on 30 June 2020.
Boardroom Limited were appointed to manage the Company Secretarial duties on 30 June 2020 and Julian Rockett was
appointed the Company Secretary as of that date.
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year
ended 30 June 2020, and the number of meetings attended by each director were:
e
s
u
Nicholas Dower *
Jason Gunn
Amanda Gunn
Steven Metter
David McMahon **
Full Board
Nomination and
Remuneration Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
10
17
17
16
6
10
17
17
17
6
1
1
2
1
1
2
2
2
2
-
-
1
1
2
1
-
2
2
2
2
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
l
* Directorship ceased on 2 May 2020
**Directorship commenced 2 May 2020
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional disclosures relating to key management personnel
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Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate
for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation
of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board
of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance
practices:
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for
its directors and executives. The performance of the Group depends on the quality of its directors and executives. The
remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel.
Oliver's Real Food Limited
Directors' report
30 June 2020
23
The reward framework is designed to align executive reward to shareholders' interests. The Board has considered that it
should seek to enhance shareholders' interests by:
●
●
having economic profit as a core component of plan design
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retaining high calibre executives
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors’ remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and
Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-
executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined
independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman
is not present at any discussions relating to the determination of his own remuneration.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. The most recent determination was at the Annual General Meeting held on 29 November 2019, where the
shareholders approved a maximum annual aggregate remuneration of $500,000.
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which
has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Nomination and Remuneration Committee based on individual and business unit performance, the overall performance of
the Group and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the Group and provides additional value to the executive.
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles
of executives. STI payments are granted to executives based on specific annual targets and key performance indicators
('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product
management.
The long-term incentives ('LTI') include long service leave and share-based payments. Shares are awarded to executives
over a period of three years based on long-term incentive measures. These include increase in shareholders’ value relative
to the entire market and the increase compared to the Group's direct competitors. The Nomination and Remuneration
Committee reviewed the long-term equity-linked performance incentives specifically for executives during the year ended 30
June 2020.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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2019
2018
2017
2016
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24
Oliver's Real Food Limited
Directors' report
30 June 2020
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of cash bonus
and incentive payments are dependent on defined earnings per share targets being met. The remaining portion of the cash
bonus and incentive payments are at the discretion of the Nomination and Remuneration Committee. Refer to the section ''
Details of Remuneration" below for details of the earnings and total shareholders return for the last five years.
Revenue $m
EBITDA $m
After tax $m
Net Profit
31.80
35.00
35.90
20.70
17.10
(17.40)
(15.70)
2.30
(2.30)
1.60
(17.40)
(15.70)
(0.60)
(2.90)
0.60
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
Eligibility
Form of Equity
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.
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.
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.
The pre-IPOOEIP expired during the year or is eligible for employees who are not currently key management personnel.
Group performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the Group. A portion of cash bonus and incentive
payments are dependent on defined earnings per share targets being met. The remaining portion of the cash bonus and
incentive payments are at the discretion of the Nomination and Remuneration Committee. Refer to the section '' Details of
Remuneration" below for details of the earnings and total shareholders return for the last five years.
The Nomination and Remuneration Committee is of the opinion that the continued improved results can be attributed in part
to the adoption of performance-based compensation and is satisfied that this improvement will continue to increase
shareholder wealth if maintained over the coming years.
Oliver's Real Food Limited
Directors' report
30 June 2020
25
Voting and comments made at the company's 29 November 2019 Annual General Meeting ('AGM')
At the 29 November 2019 AGM, 99.3% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2019. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of all Directors and key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following directors of Oliver's Real Food Limited:
•
Jason Gunn
• Amanda Gunn
• David McMahon
Steven Metter
Nicholas Dower
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Short-term benefits
Directors
Cash salary
and fees
$
Fees
Non-
Super-
monetary annuation
$
$
$
Long
service
leave
$
Equity-
settled
$
Total
$
96,668
190,725
88,157
80,004
128,640
2,885
587,079
-
-
-
-
-
-
-
-
-
-
-
-
16,698
5,938
-
-
-
-
-
277,630
277,630
277,630
277,630
374,298
485,053
371,725
357,634
-
12,221
820
72,661
214,342
-
-
274
35,131
-
4,798
1,639
820 1,184,820 1,807,850
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And the following person:
Tammie Phillips
2020
Non-Executive Directors:
Nicholas Dower
Jason Gunn
Amanda Gunn
Steven Metter
Executive Directors:
David McMahon - Chief
Financial Officer
Other Key Management
Personnel:
Tammie Phillips - Chief
Executive Officer
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
Short-term benefits
Directors
Cash salary
Fees
Non-
Super-
$
$
$
$
monetary annuation
Long-term
benefits
Share-
based
payments
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
-
-
30,375
82,500
18,226
51,328
66,000
120,833
27,692
37,339
-
-
234,490
19,038
57,668
157,025
533,252
-
-
-
-
369,262
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,631
2,603
13,688
1,809
4,864
13,863
39,458
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30,375
82,500
18,226
51,328
66,000
120,833
30,323
39,942
248,178
20,847
62,532
170,888
941,972
26
Oliver's Real Food Limited
Directors' report
30 June 2020
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Non-Executive Directors:
Nicholas Dower
Mark Richardson
Steven Metter
Katherine Hatzis
John Diddams
Peter Rodwell
Executive Directors:
Jason Gunn - Chief Executive
Officer
Amanda Gunn
Other Key Management
Personnel:
Greg Madigan - Chief
Executive Officer
David McMahon
Rowena Hubble
Alan Lee
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Oliver's Real Food Limited
Directors' report
30 June 2020
Service agreements
27
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Terms of Agreement
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Name
Title
Details
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Termination
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Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
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Jason Gunn
Chief Executive Officer
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.
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
Amanda Gunn
Operations Manager
28 February 2019
No Fixed Term - Termination - 3 months in writing. The Company may terminate
employment without payment in lieu of notice in circumstances involving serious or
wilful misconduct
Annual remuneration including cash salary, superannuation and non-cash benefits
$136,875
Incentives - eligible to participate in short-term incentive and equity remuneration plans.
David McMahon
CFO
16 April 2019
No Fixed Term - Termination - 3 months in writing. The Company may terminate
employment without payment in lieu of notice in circumstances involving serious or
wilful misconduct
Annual remuneration including cash salary, superannuation and non-cash benefits
$197,100
Incentives - eligible to participate in short-term incentive and equity remuneration plans.
Is eligible to receive 2,000,000 options at $0.028 per option subject to shareholder
approval at the next AGM.
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
28
Oliver's Real Food Limited
Directors' report
30 June 2020
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
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Name
Nicholas Dower
Jason Gunn
Amanda Gunn
Steven Metter
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Tammie Phillips
CEO
17 June 2020
No fixed term - Termination - 3 months in writing. The Company may terminate
employment without payment in lieu of notice in circumstances involving serious or
wilful misconduct
Commencing remuneration $164,250, increasing to $197,100 between 3 and 6 months
after commencement and then increasing to $219,000 6 months after commencement
date. In addition, supplied with a fully maintained vehicle. All figures are inclusive of
cash salary, superannuation and non-cash benefits.
Additionally, once the employer has delivered four (4) consecutive quarters of profit
EBITDA at any time during the period from 1 July 2020 to 31 December 2021, an
entitlement of 2,000,000 share options at $0.05 per option will be granted.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
Details of shares issued to directors and other key management personnel as part of compensation during the year ended
30 June 2020 are set out below:
Name
Nicholas Dower
Jason Gunn
Amanda Gunn
Steven Metter
Date
9 March 2020
9 March 2020
9 March 2020
9 March 2020
Shares
Issue price
$
5,000,000
5,000,000
5,000,000
5,000,000
$0.022
$0.022
$0.022
$0.022
110,000
110,000
110,000
110,000
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2020.
The number of options over ordinary shares granted to and vested by directors and other key management personnel as
part of compensation during the year ended 30 June 2020 are set out below:
Number of
Number of
Number of
Number of
options
granted
options
granted
options
vested
options
vested
during the
during the
during the
during the
year
2020
year
2019
year
2020
year
2019
5,000,000
5,000,000
5,000,000
5,000,000
-
-
-
-
5,000,000
5,000,000
5,000,000
5,000,000
-
-
-
-
Oliver's Real Food Limited
Directors' report
30 June 2020
29
Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as
part of compensation during the year ended 30 June 2020 are set out below:
Value of
options
granted
during the
Value of
options
exercised
during the
Value of
options
lapsed
during the
year
$
year
$
year
$
Remuneration
consisting of
options
for the
year
%
277,630
277,630
277,630
277,630
277,630
277,630
277,630
277,630
-
-
-
-
-
-
-
-
Name
Nicholas Dower
Jason Gunn
Amanda Gunn
Steven Metter
Ordinary shares
Nicholas Dower
Jason Gunn *
Amanda Gunn *
Steven Metter
David McMahon
Tammie Phillips
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Options over ordinary shares
Nicholas Dower
Jason Gunn
Amanda Gunn
Steven Metter
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Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
* All shares are held indirectly by spouse, Jason Gunn
Option holding
The number of options over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at Received
the start of as part of
Disposals/
the year
remuneration Additions
other
Balance at
the end of
the year
500,000
5,000,000
46,472,500 10,000,000
-
-
5,000,000
-
-
21,000
-
-
46,993,500 20,000,000
-
1,625,000
-
-
12,500
1,250,000
2,887,500
-
5,500,000
(12,926,138) 45,171,362
-
5,000,000
33,500
1,250,000
(12,926,138) 56,954,862
-
-
-
-
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
5,000,000
-
5,000,000
-
5,000,000
-
-
5,000,000
- 20,000,000
(5,000,000)
(5,000,000)
(5,000,000)
(5,000,000)
(20,000,000)
-
-
-
-
-
-
-
-
-
-
Shares under option
There were no unissued ordinary shares of Oliver's Real Food Limited under option outstanding at the date of this report.
This concludes the remuneration report, which has been audited.
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
30
Oliver's Real Food Limited
Directors' report
30 June 2020
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Shares issued on the exercise of options
There were no ordinary shares of Oliver's Real Food Limited issued on the exercise of options during the year ended 30
June 2020 and up to the date of this report, other than those outlined in the table above.
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 ensure 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.
Indemnity and insurance of 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.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility
on behalf of the company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined below:
Taxation Services $35,000
General Advice $ 1,000
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 27 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
●
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
Auditor
Bishop Collins Audit Pty Limited continues in office in accordance with section 327 of the Corporations Act 2001.
Oliver's Real Food Limited
Directors' report
30 June 2020
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
31
On behalf of the directors
________________________
Jason Gunn
Chairman
30 September 2020
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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18
19
20
21
22
65
66
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Oliver's Real Food Limited
Contents
30 June 2020
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Oliver's Real Food Limited
Shareholder information
General information
The financial statements cover Oliver's Real Food Limited as a Group consisting of Oliver's Real Food Limited and the entities
it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Oliver's
Real Food Limited's functional and presentation currency.
Oliver's Real Food Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
10 Amsterdam Circuit
Wyong NSW 2259
Australia
(02) 4353 8055
www.investor.oliversrealfood.com.au
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is
not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 September 2020. The
directors have the power to amend and reissue the financial statements.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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Oliver's Real Food Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2020
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Revenue
Other income
Total revenue
Expenses
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Impairment of assets
Misappropriation of Cash
Loss on disposal of assets
Administration expenses
Other expenses
Finance costs
Occupancy
Total expenses
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Loss before income tax (expense)/benefit
Income tax (expense)/benefit
Loss after income tax (expense)/benefit for the year attributable to the owners
of Oliver's Real Food Limited
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of Oliver's
Real Food Limited
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Basic loss per share
Diluted loss per share
Note
Consolidated
2020
$
2019
$
5
6
28,539,653 34,973,123
3,232,644
77,495
31,772,297 35,050,618
(8,516,919)
(17,285,423)
(5,753,681)
(10,234,134)
(175,000)
(140,673)
(3,656,886)
(3,516)
(1,358,742)
(2,063,357)
(49,188,331)
(9,279,135)
(19,306,111)
(2,451,627)
(6,557,872)
-
(573,836)
(5,436,117)
(12,233)
(225,859)
(6,961,417)
(50,804,207)
(17,416,034)
(15,753,589)
7
(90,335)
92,088
(17,506,369)
(15,661,501)
-
-
(17,506,369)
(15,661,501)
Cents
Cents
37
37
(6.47)
(6.47)
(6.25)
(6.25)
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The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
Oliver's Real Food Limited
Statement of financial position
As at 30 June 2020
Assets
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Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
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Non-current assets
Other financial assets
Property, plant and equipment
Right-of-use assets
Intangibles
Other
Total non-current assets
Total assets
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Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Employee benefits
Other liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Employee benefits
Provisions
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total equity/(deficiency)
35
Note
Consolidated
2020
$
2019
$
8
9
10
12
13
14
11
15
12
958,303
979,176
1,291,248
277,238
3,505,965
1,042,598
171,920
1,642,306
253,821
3,110,645
288,095
286,700
6,132,097 10,321,376
-
6,097,701
167,132
29,510,161 16,872,909
20,330,195
2,635,769
124,005
33,016,126 19,983,554
16
17
18
19
21
5,890,117
1,512,355
3,572,852
681,504
102,719
11,759,547
4,508,070
1,471,193
-
503,864
597,881
7,081,008
17
18
19
20
875,000
24,069,582
85,102
510,896
25,540,580
1,029,240
-
-
282,332
1,311,572
37,300,127
8,392,580
(4,284,001) 11,590,974
22
23
31,361,382 29,810,861
293,724
(18,513,611)
173,046
(35,818,429)
(4,284,001) 11,590,974
The above statement of financial position should be read in conjunction with the accompanying notes
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
36
Oliver's Real Food Limited
Statement of changes in equity
For the year ended 30 June 2020
Consolidated
Balance at 1 July 2018
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Adjustment for change in accounting policy (note 3)
Balance at 1 July 2018 - restated
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note
21)
Share-based payments (note 38)
Balance at 30 June 2019
Consolidated
Balance at 1 July 2019
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Share-based payments (note 38)
Payments for share options
Transfer on exercise of options
Cancelled expired share options
Balance at 30 June 2020
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
26,149,248
275,128
(2,722,374)
23,702,002
-
-
(129,736)
(129,736)
26,149,248
275,128
(2,852,110)
23,572,266
-
-
-
-
-
-
(15,661,501)
(15,661,501)
-
-
(15,661,501)
(15,661,501)
3,661,613
-
-
18,596
-
-
3,661,613
18,596
29,810,861
293,724
(18,513,611)
11,590,974
Issued
capital
$
Accumulated
Reserves
$
losses
$
Total
deficiency in
equity
$
29,810,861
293,724
(18,513,611)
11,590,974
-
-
-
-
-
-
(17,506,369)
(17,506,369)
-
-
(17,506,369)
(17,506,369)
-
440,000
1,110,521
-
1,191,394
-
(1,110,521)
(201,551)
-
-
-
201,551
1,191,394
440,000
-
-
31,361,382
173,046
(35,818,429)
(4,284,001)
The above statement of changes in equity should be read in conjunction with the accompanying notes
Oliver's Real Food Limited
Statement of cash flows
For the year ended 30 June 2020
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Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers (inclusive of GST)
Interest received
Other income
Interest and other finance costs paid
Government Grants and Subsidies
License fee income received (inclusive of GST)
Income taxes paid
Net cash used in operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Share issue transaction costs
Repayments of finance leases
Repayment of borrowings
Net cash from/ (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
37
Note
Consolidated
2020
$
2019
$
30,986,163 35,293,852
(38,715,091)
(32,014,120)
(1,027,957)
4,197
231,049
(1,086,133)
1,276,000
550,000
-
(3,421,239)
8,079
-
(176,750)
-
-
(211,169)
34
(52,844)
(3,801,079)
13
14
(189,182)
(40,866)
227,500
(2,004,283)
(139,000)
787,000
(2,548)
(1,356,283)
21
440,000
710,849
-
(1,618,032)
(63,226)
4,045,000
125,000
(382,000)
-
(447,000)
(530,409)
3,341,000
(585,801)
1,042,598
(1,816,362)
2,858,960
7
456,797
1,042,598
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The above statement of cash flows should be read in conjunction with the accompanying notes
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
38
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
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Note 1. Significant accounting policies
Basis of preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
The following new or amended accounting standards have been adopted by the Company:
AASB 2020-4 – Amendments to Australian Accounting Standards – COVID 19-19-Related Rent Concessions
As a result of the coronavirus (COVID 19-19) pandemic, rent concessions have been granted to lessees. The AASB issued
amendments outlining an optional practical expedient where lessees benefiting from these rent concessions may account
for them as variable lease payments in the periods in which they are granted. This Standard applies to annual
periods beginning on or after 1 June 2020 and is available for early adoption to annual periods beginning before 1 June
2020. The Company have early adopted this standard and in line with the practical expedient accounted for all rent
concessions as variable lease payments in the periods in which they are granted. The Company have recognised an income
of $495,841 in the statement of profit or loss and other comprehensive income reflecting the changes in lease payments that
have arisen from rent concessions to which the Company has applied the practical expedient.
The following new or amended accounting standards have not been adopted by the Company:
AASB 2018-7 - Amendments to Australian Accounting Standards – Definition of Material
The AASB has made amendments to AASB 101 Presentation of Financial Statements and AASB 108 Accounting Policies,
Changes in Accounting Estimates and Errors and consequential amendments to other Australian Accounting Standards
(AAS) which: i) use a consistent definition of materiality throughout AAS and the Conceptual Framework for Financial
Reporting; ii) clarify when information is material; and iii) incorporate some of the guidance in AASB 101 about immaterial
information. These amendments are applicable to annual reporting periods beginning on or after 1 January 2020. The
adoption of these amendments is not expected to significantly impact the disclosures in the financial report of the Company.
AASB 2020-1 - Classification of liabilities as current or non-current
The AASB issued a narrow-scope amendment to AASB 101 Presentation of Financial Statements to clarify that liabilities are
classified as either current or non-current, depending on the rights that exist at the end of the reporting period. This
amendment is applicable to annual reporting periods beginning on or after 1 January 2022. The adoption of this amendment
will not impact classification of liabilities of the Company.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the Group.
The following Accounting Standards and Interpretations are most relevant to the Group:
AASB 16 Leases
Adjustments recognised on adoption of AASB 16
On adoption of AASB 16, the Company recognised lease liabilities in relation to leases which had previously been
classified as ‘operating leases’ under the principles of AASB117 Leases. These liabilities were measured at the present
value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 July 2019. The
weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 3.69%
For leases previously classified as finance leases the Company recognised the carrying amount of the lease asset and
lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date
of initial application. The measurement principles of AASB 16 are only applied after that date. The re-measurements to the
lease liabilities were recognised as adjustments to the related right-of-use assets immediately after the date of initial
application.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
Operating lease commitments disclosed as at 30 June 2019
Re-statement of prior year commitments balance due to error in computation
Restated operating lease commitments as at 30 June 2019
Discounted using the lessee's incremental borrowing rate at the date of initial application
Add: finance lease liabilities recognised as at 30 June 2019
Add/less: adjustments as a result of a different treatment of extension and termination options
Lease liability recognised as at 1 July 2019
Current lease liabilities
Non-current lease liabilities
The associated right-of-use assets for property leases were measured at the amount equal to the lease liability, adjusted by
the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 30 June
2019. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date
of initial application.
39
Consolidated
2019
$
32,931,758
(1,590,678)
31,341,080
26,174,769
891,160
6,982,906
34,048,835
2,809,783
31,239,052
Consolidated
2020
$
2019
$
29,076,156 32,845,475
788,630
743,931
29,820,087 33,634,105
The change in accounting policy affected the following items in the balance sheet on 1 July 2019:
· motor vehicles – decrease by $788,630
· right-of-use assets – increase by $33,157,676
· prepayments – decrease by $114,476
· borrowings – decrease by $891,160
· other financial liabilities (non-current) – decrease by $426,677
· lease liabilities – increase by $34,048,835
The net impact on retained earnings on 1 July 2019 was Nil.
Impact on segment disclosures and earnings per share:
Adjusted EBITDA, segment assets and segment liabilities for June 2020 all increased as a result of the change in accounting
policy. Lease liabilities are now included in segment liabilities, whereas finance lease liabilities were previously excluded
from segment liabilities. The following segments were affected by the change in policy:
Quick Service Restaurant ("QSR") segment
- 47,979,215 39,119,778
AdjustedEBIT
DA
Segment
assets
Segment
liabilities
$
$
$
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Properties
Motor vehicles
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
40
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
ii) Practical expedients applied
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In applying AASB 16 for the first time, the Company has used the following practical expedients permitted by the
standard:
· the use of a single discount rate to a portfolio of leases with reasonably similar characteristics
· reliance on previous assessments on whether leases are onerous
· the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application,
and
· the use of hindsight in determining the lease term where the contract contains options to extend or terminate the
lease.
The Company has also elected not to reassess whether a contract is, or contains a lease at the date of initial application.
Instead, for contracts entered into before the transition date the Company relied on its assessment made applying AASB
117 and Interpretation 4 Determining whether an Arrangement contains a Lease.
(b) The Company’s leasing activities and how these are accounted for
The Company leases various offices, warehouses, retail stores and motor vehicles. Rental contracts are typically made for
fixed periods of 5 to 15 years but may have extension options as described below. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any
covenants, but leased assets may not be used as security for borrowing purposes.
Until the 2019 financial year, leases of property, plant and equipment were classified as either finance or operating leases.
Payments made under operating leases (net of any incentives received from the lessor) were charged to profit or loss on a
straight-line basis over the period of the lease.
From 1 July 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the
leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost.
The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
· fixed payments (including in-substance fixed payments), less any lease incentives receivable
· variable lease payment that are based on an index or a rate
· amounts expected to be payable by the lessee under residual value guarantees
· the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,
and
· payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the following:
· the amount of the initial measurement of lease liability
· any lease payments made at or before the commencement date less any lease incentives
received
· any initial direct costs, and
· restoration costs.
(i) Variable lease payments
Estimation uncertainty arising from variable lease payments.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
41
Some property leases contain variable payment terms that are linked to sales generated from a store. Due to thresholds for
variable payments not being exceeded, there are currently no lease payments that are on the basis of variable payment
terms. Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition
that triggers those payments occurs. A 5% increase in sales across all stores in the Company with such variable lease
contracts would increase total lease payments by approximately NIL %. All impacted stores are currently trading under the
variable rent threshold.
Going concern
The financial statements have also been prepared on a going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and the discharge of liabilities in the normal course of business.
As disclosed in the Preliminary Financial Results, the Group has experienced operating losses of $17,506,369 (after taking
into account $10,234,134 in impairment charges and $1,191,394 in the value of Directors Options) with cash flows used by
operating activities of ($52,844).
As at 30 June 2020, the consolidated statement of financial position reflected an excess of current liabilities over current
assets of $8,253,582.
These factors, indicate a material uncertainty which may cast significant doubt as to whether the Company 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 in the financial report.
However, the directors believe that the Group will be able to continue as a going concern, after consideration of the following
factors:
The Company has since committed to a $5.0m term loan facility, repayable in 36 months. The terms of this facility comprise
an interest rate of 10.5% p.a., and the repayment of the current CBA facility (Balance of $950k as at the date of this report).
The Company is also required to enter into a Warrant Deed granting the holder the option to subscribe for shares over two
tranches, the first being for 37,500,000 shares and the second for a further 10,000,000 shares at a warrant exercise price of
$0.12 per share.
There are also financial covenants stating the minimum cash balance as at 30 September 2020 and 31 December 2020
must be greater than $2,500,000, as at 31 March 2021 and 30 June 2021 and as at 30 September 2021 $2,000,000, and as
at 31 December 2021 $1,500,000 and remaining at that level thereafter whilst the facility is in place.
A default interest rate of 15% will apply in the event the Company triggers a default event.
Cash flow forecast prepared by management demonstrate the Company’s on-going ability to generate a positive cash inflow
from operating activities.
As a result of COVID 19, and the impact on the trading revenue, management have worked closely with the Group's
creditors to ensure continuity of supply, and where necessary have agreed to short term payment plans.
Additionally, management have endeavoured to use team members who qualify for the JobKeeper subsidy wherever
possible, to ensure a minimum of staff costs over and above what has been recovered through the subsidy
The future impact of COVID 19 leaves some uncertainty in relation to cash projections and trading results and the ongoing
ability for the Company to meet its obligations and the covenants contained in the PURE Asset Management Facility.
The Board and Management are reviewing the current product range and have identified a number of new products that will
enhance the offer, while still retaining the integrity of the Olivers ethos.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other
comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial
instruments.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
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Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 32.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Oliver's Real Food Limited
('company' or 'parent entity') as at 30 June 2020 and the results of all subsidiaries for the year then ended. Oliver's Real
Food Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation
of resources to operating segments and assessing their performance.
Revenue recognition
The Group recognises revenue as follows:
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Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange
for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a
customer; identifies the performance obligations in the contract; determines the transaction price which takes into account
estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance
obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and
recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer
of the goods or services promised.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
43
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration
is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues
until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject
to the constraining principle are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is
generally at the time of delivery.
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.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash
and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement
of financial position.
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 Group 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.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
44
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
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Inventories
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.
Stock on hand 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.
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
Group 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 amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial
asset represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The Group 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 Group'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 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 mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss
allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
Property, 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 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:
Buildings
Leasehold improvements
Plant and equipment
Plant and Equipment under lease
40 years
3-15 years
3-7 years
2-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
45
Leasehold improvements 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 derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as
incurred.
Intangible assets
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 derecognition 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.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Intellectual property
Significant costs associated with intellectual property are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 10 years.
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 10 years.
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.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
46
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
Impairment of Assets
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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.
Impairment of non-financial assets
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.
Refer to Note 25 for further detail.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and
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.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in
the period in which they are incurred.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
47
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is
probable the Group 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.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash
is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution,
the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk
free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group
receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was
granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
●
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the
expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
●
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to
settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
48
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period,
any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
49
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.
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 13. 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
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
50
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
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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.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Issued capital
Ordinary shares are classified as equity.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Oliver's Real Food Limited, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of
the expense.
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 tax authority is included in other receivables or other 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 tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 1. Significant accounting policies (continued)
51
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 30 June 2020. The Group has not yet
assessed the impact of these new or amended Accounting Standards and Interpretations.
Note 2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates
and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets
and liabilities within the next annual reporting period but may impact profit or loss and equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected
credit loss rate for each Company. These assumptions include recent sales experience and historical collection rates.
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.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable
inputs.
Estimation of useful lives of assets
The Group 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. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written
down.
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in
note 1. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These
calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and
growth rates of the estimated future cash flows.
Refer to Note 25 for further information
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
52
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 2. Critical accounting judgements, estimates and assumptions (continued)
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group 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 Group 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.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Employee benefits provision
As discussed in note 1, 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.
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.
Government Stimulus Measures
In response to the COVID-19 pandemic, the Group assessed its eligibility for and applied to the Federal Government to
receive available stimulus measures. These measures were received during and after the financial year. Where eligible, the
Group continues to apply for eligible stimulus relief measures. In respect of future measures, as these are announced by
the Australian Government management will assess the Group eligibility and consideration will be given to the potential
benefit from accessing these measures. These measures may have a material financial effect on the financial report should
the assumptions underpinning the eligibility change or in the unlikely event of an independent review refuting the Group’s
entitlement to these measures. At the date the financial report is authorised for issue, the Board considers the Group eligible
for the stimulus measures and accordingly the assets of the Group recoverable in the ordinary course of business.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 3. Restatement of comparatives
53
Correction of error
In preparing the financial report for the period ended 30 June 2020, the board of directors of the Company discovered errors
in the classification of certain financial assets and liabilities. These errors resulted in the incorrect classification and
presentation of the financial assets and liabilities in the financial report for the year ended 30 June 2019.
These errors have been corrected by restating each of the affected financial statements line items for the prior period as
follows:
Balance sheet (extract)
Cash and cash equivalents
Trade and other receivables
Current assets
Other non-current assets
Financial assets at amortised cost
Non-current assets
Total assets
Trade and other payables
Total current liabilities
Total liabilities
Net assets
Retained earnings
Total equity
June 2019
Increase/
(Decrease)
June 2019
(Restated)
890,685
609,571
3,396,383
319,045
-
16,738,122
151,913
(437,651)
(285,738)
(151,913)
286,700
134,787
1,042,598
171,920
3,110,645
167,132
286,700
16,872,909
20,134,505
(150,951)
19,983,554
4,659,021
7,231,959
(150,951)
(150,951)
4,508,070
7,081,008
8,543,531
(150,951)
8,392,580
11,590,974
(18,513,611)
11,590,974
-
-
-
11,590,974
(18,513,611)
11,590,974
These classification errors did not have a material impact on the statement of profit or loss and other comprehensive
income.
Note 4. Operating segments
Identification of reportable operating segments
The Group operates two segments being: Quick Service Restaurants (QSR) and EG Fuels - Food To Go (EG). This is based
on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating
Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
EG segment is insignificant for the current financial year, therefore it is included in QSR segment. In future years the two
segments will be reported separately due to EG becoming a significant operating segment.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted
for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
Consolidated
2020
$
2019
$
28,520,885
34,965,044
7,800
4,198
6,770
18,768
-
8,079
-
8,079
28,539,653
34,973,123
Consolidated
2020
$
2019
$
2,004,750
500,000
496,846
231,048
-
77,495
-
-
3,232,644
77,495
During the period the group identified cash shortages totaling $175,000. The group undertook an internal investigation into
the cash shortages and the alleged perpetrator conceded the misappropriation. The group reported the matter to the NSW
Police. As part of the investigation, the group obtained a caveat to recoup the cash shortages. The property was sold prior
to June 2020 and the $175,000 recovered in full. The Miscellaneous income amount above includes $175,000 recovered
from the employee misappropriation.
54
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 5. Revenue
Revenue from contracts with customers
Revenue from sale of goods
Other revenue
Rent
Interest received
Other revenue
Revenue
Note 6. Other income
Government concessions
Olivers Food to Go Licence Fee
Rent concessions
Miscellaneous income
Other income
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Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Loss before income tax (expense)/benefit
Tax at the statutory tax rate of 30%
Depreciation and amortisation
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Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Adjustment recognised for prior periods
Current year tax losses and temporary differences not recognised
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 7. Income tax expense/(benefit)
Income tax expense/(benefit)
Current tax
Adjustment recognised for prior periods
Deferred tax
Aggregate income tax expense/(benefit)
Income tax expense/(benefit)
Note 8. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
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Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end of the financial
year as shown in the statement of cash flows as follows:
Balances as above
Bank overdraft (note 17)
Balance as per statement of cash flows
55
Consolidated
2020
$
2019
$
-
90,335
-
145,363
15,798
(253,249)
90,335
(92,088)
(17,416,034)
(15,753,589)
(5,224,810)
(4,726,077)
-
217,360
(5,224,810)
90,335
5,224,810
(4,508,717)
15,798
4,400,831
90,335
(92,088)
Consolidated
2020
$
2019
$
18,620
939,683
90,978
951,620
958,303
1,042,598
958,303
(501,506)
1,042,598
-
456,797
1,042,598
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
Allowance for expected credit losses
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
56
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 9. Trade and other receivables
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Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables – government stimulus
Income tax refund due
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Consolidated
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
Note 10. Inventories
Current assets
Stock in transit - at cost
Stock on hand - at cost
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Consolidated
2020
$
2019
$
177,716
(45,273)
132,443
846,733
-
126,858
(45,273)
81,585
-
90,335
979,176
171,920
Carrying amount
2019
$
2020
$
Allowance for expected
credit losses
2020
$
2019
$
925,475
4,791
26,469
67,714
-
22,411
3,601
100,846
-
-
-
45,273
-
-
-
45,273
1,024,449
126,858
45,273
45,273
Consolidated
2020
$
2019
$
1,192
1,290,056
107,145
1,535,161
1,291,248
1,642,306
57
-
-
-
-
-
-
-
-
-
-
-
Consolidated
2020
$
2019
$
888,409
(212,923)
675,486
28,904,714
(3,182,631)
(6,107,334)
19,614,749
53,408
(13,448)
39,960
20,330,195
Commercial
Leases
Motor
Vehicles
$
$
Equipment
Hire
$
Total
$
-
-
-
-
-
510,896
32,845,475
(95,566)
(6,107,333)
(4,249,286)
(3,289,437)
-
788,630
-
-
-
-
(113,144)
-
-
-
1,299,526
53,407 32,898,882
(95,566)
(6,107,333)
(4,249,286)
(3,416,028)
-
-
-
(13,447)
19,614,749
675,486
39,960 20,330,195
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 11. Right-of-use assets
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Non-current assets
Motor vehicles - right-of-use
Less: Accumulated depreciation
Commercial Leases - right-of-use
Less: Accumulated depreciation
Less: Impairment
Equipment - right-of-use
Less: Accumulated depreciation
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Consolidated
Balance at 1 July 2018
Balance at 30 June 2019
Transfers In from PPE
Initial recognition on adoption of AASB 16
Adjustments
Impairment of assets
Re-measurement of leases
Depreciation expense
Balance at 30 June 2020
Refer Note 25 on impairment for further information.
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Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
58
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 12. Other
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Current assets
Prepayments
Other current assets
Non-current assets
Rental bonds
Other non-current assets
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Note 13. Other financial assets
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Non-current assets
Term deposits
Note 14. Property, plant and equipment
Non-current assets
Land - at cost
Leasehold improvements - at cost
Less: Accumulated depreciation
Less: Impairment
Plant and equipment - at cost
Less: Accumulated depreciation
Less: Impairment
Motor vehicles - at cost
Less: Accumulated depreciation
Motor vehicles under lease
Less: Accumulated depreciation
Consolidated
2020
$
2019
$
271,875
5,363
253,821
-
277,238
253,821
124,005
-
152,570
14,562
124,005
167,132
401,243
420,953
Consolidated
2020
$
2019
$
288,095
286,700
Consolidated
2020
$
2019
$
426,955
496,913
7,755,802
(1,760,338)
(2,841,730)
3,153,734
9,404,315
(1,640,750)
(2,455,043)
5,308,522
6,807,816
(3,056,681)
(1,637,065)
2,114,070
7,271,375
(2,668,367)
(1,453,393)
3,149,615
955,419
(518,081)
437,338
1,388,152
(516,341)
871,811
-
-
-
555,635
(61,120)
494,515
6,132,097 10,321,376
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 14. Property, plant and equipment (continued)
59
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2018
Additions
Disposals
Impairment of assets
Depreciation expense
Balance at 30 June 2019
Additions
Disposals
Reclassification of assets
Impairment of assets
Transfers out
Depreciation expense
Balance at 30 June 2020
Land &
Buildings
Leasehold
Improvements
Plant &
Equipment
Motor
Vehicles
$
$
$
$
Total
$
1,028,337
-
(531,424)
-
-
496,913
-
(69,958)
-
-
-
-
8,089,894
742,978
(378,300)
(2,455,042)
(691,008)
5,308,522
2,495
(193,018)
10,502
(1,179,202)
(241,822)
(553,743)
5,271,344
535,401
(163,427)
(1,453,393)
(1,040,310)
1,453,083 15,842,658
1,402,323
(1,089,356)
(3,908,435)
(1,925,814)
123,944
(16,205)
-
(194,496)
3,149,615
186,687
(95,204)
40,152
(452,147)
-
(715,033)
1,366,326 10,321,376
189,182
(368,173)
-
(1,631,349)
(1,030,455)
(1,348,484)
-
(9,993)
(50,654)
-
(788,633)
(79,708)
426,955
3,153,734
2,114,070
437,338
6,132,097
Land and buildings stated under the historical cost convention
If land and buildings were stated under the historical cost convention, the amounts would be as follows:
Land - at cost
Refer Note 25 on impairment for further information.
Consolidated
2020
$
2019
$
426,955
426,955
496,913
496,913
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
Consolidated
2020
$
2019
$
2,133,516
(2,133,516)
-
2,133,516
-
2,133,516
610,576
(110,576)
500,000
190,575
(139,523)
(51,052)
-
333,830
(133,522)
(200,308)
-
851,113
(420,894)
430,219
610,576
-
610,576
190,575
(124,375)
-
66,200
333,830
(100,139)
-
233,691
830,852
(66,535)
764,317
3,258,000
(1,552,450)
1,705,550
3,258,000
(968,599)
2,289,401
2,635,769
6,097,701
60
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 15. Intangibles
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Non-current assets
Goodwill - at cost
Less: Impairment
Intellectual property - at cost
Less: Impairment
Patents and trademarks - at cost
Less: Accumulated amortisation
Less: Impairment
Customer contracts - at cost
Less: Accumulated amortisation
Less: Impairment
Software - at cost
Less: Accumulated amortisation
Reacquired Rights - at cost
Less: Accumulated amortisation
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Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
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Balance at 1 July 2018
Additions
Disposals
Impairment of assets
Transfers in/(out)
Amortisation expense
Balance at 30 June 2019
Additions
Impairment of assets
Write off of assets
Amortisation expense
Goodwill
Patents &
Trademarks
Computer
Software
Customer
Relationshi
p
Brands & IP
Reacquired
Rights
$
$
$
$
$
$
Total
$
4,663,028
-
-
(2,529,512)
-
-
2,133,516
-
(2,133,516)
-
-
83,177
-
-
-
-
(16,977)
66,200
-
(51,052)
-
(15,148)
381,177
449,276
-
-
-
(66,135)
691,256
-
(80,680)
-
-
-
-
(30,075)
255,946 2,859,846 8,934,430
449,276
(110,755)
(119,925) (2,649,437)
(420,445)
(420,445)
(105,368)
-
-
-
-
-
(22,256)
764,318
40,866
-
(18,181)
(356,784)
610,576
-
(110,576)
-
-
233,690 2,289,401 6,097,701
-
40,866
- (2,495,452)
(18,181)
-
(989,165)
(583,851)
-
(200,308)
-
(33,382)
Balance at 30 June 2020
Refer Note 25 on impairment for further information.
-
-
430,219
500,000
- 1,705,550 2,635,769
Refer to note 26 for further information on financial instruments.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 16. Trade and other payables
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Current liabilities
Trade payables
Accrued Expenses
GST payable
Other payables
Note 17. Borrowings
Current liabilities
Bank overdraft
Bank loans
Loan from third party **
Related party loan *
Insurance premium funding ***
Lease liability
Non-current liabilities
Bank loans
Hire purchase
Lease liability
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Refer to note 26 for further information on financial instruments.
* For the terms and conditions attached to the related party loan - refer to note 31
** Loan from third party is interest free and has no specific repayment date.
*** Premium Funding is payable in monthly instalments and carries an interest rate of 3.59%.
61
Consolidated
2020
$
2019
$
2,219,075
767,727
720,411
2,182,904
2,343,074
688,953
389,898
1,086,145
5,890,117
4,508,070
Consolidated
2020
$
2019
$
501,506
100,000
200,000
481,630
229,219
-
-
1,000,000
200,000
-
-
271,193
1,512,355
1,471,193
875,000
-
-
-
636,844
392,396
875,000
1,029,240
2,387,355
2,500,433
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
62
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 17. Borrowings (continued)
Financing arrangements
Total facilities
Bank overdraft
Bank loans
Bank Guarantee facility
Used at the reporting date
Bank overdraft
Bank loans
Bank Guarantee facility
Unused at the reporting date
Bank overdraft
Bank loans
Bank Guarantee facility
Note 18. Lease liabilities
Current liabilities
Lease liability
Non-current liabilities
Lease liability
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*
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Consolidated
2020
$
2019
$
500,000
975,000
400,000
1,875,000
-
1,000,000
400,000
1,400,000
501,506
975,000
383,728
1,860,234
-
1,000,000
328,728
1,328,728
(1,506)
-
16,272
14,766
-
-
71,272
71,272
Consolidated
2020
$
2019
$
3,572,852
24,069,582
27,642,434
-
-
-
The nominal interest rate on the market rate loan of $1,000,000 (balance as at the date of this report $950,000) is
3.89%per annum and the year of maturity is July 2021. The loans are secured over the Company's all present and after
acquired properties.
The Bank overdraft of $500,000 was put in place as a result of the Group’s eligibility for JobKeeper and as such having to
cover wages liabilities through the period before receiving the JobKeeper subsidy from the Government. This is a temporary
overdraft and will be withdrawn once JobKeeper ceases or the CBA facilities are repaid. The interest rate is 7.68% p.a.
In addition, the Company has a contingent liability to CBA to cover bank guarantees for lease commitments of $400,000. As
at the balance date the facility was drawn to $383,728.
Refer to note 26 for further information on financial instruments.
Lease interest expense (included in finance costs) amounted to $1,234,961.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 19. Employee benefits
Current liabilities
Annual leave
Non-current liabilities
Long service leave
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Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have completed the
required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The
entire amount is presented as current, since the Group does not have an unconditional right to defer settlement. However,
based on past experience, the Group does not expect all employees to take the full amount of accrued leave or require
payment within the next 12 months.
The following amounts reflect leave that is not expected to be taken within the next 12 months:
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Employee benefits obligation expected to be settled after 12 months
Note 20. Provisions
Non-current liabilities
Lease make good
Lease make good
The provision represents the present value of the estimated costs to make good the premises leased by the Group at the
end of the respective lease terms.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Consolidated - 2020
Carrying amount at the start of the year
Additional provisions recognised
Carrying amount at the end of the year
63
Consolidated
2020
$
2019
$
681,504
503,864
85,102
-
766,606
503,864
Consolidated
2020
$
2019
$
187,330
-
Consolidated
2020
$
2019
$
510,896
282,332
Lease Make
Good
$
282,332
228,564
510,896
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
64
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 21. Other liabilities
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Current liabilities
Provision for variable rent payable
Note 22. Issued capital
Ordinary shares - fully paid
Movements in ordinary share capital
Details
Balance
November 2018 (placement)
December 2018 (entitlement offer)
Transaction costs
Balance
Issue of shares on exercise of options
Transfer of share-based payment reserve
Balance
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Consolidated
2020
$
2019
$
102,719
-
102,719
495,162
Consolidated
2020
Shares
2019
Shares
2020
$
2019
$
270,731,917 250,731,917 31,361,382 29,810,861
Date
1 July 2018
30 June 2019
09 March 2020
Shares
$
213,960,081 26,149,248
3,530,349
32,094,012
514,561
4,677,824
(383,297)
-
250,731,917 29,810,861
440,000
20,000,000
1,110,521
-
30 June 2020
270,731,917 31,361,382
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.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost
of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current company's share price at the time of the investment. The Group is not actively pursuing additional
investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.
65
Consolidated
2020
$
2019
$
173,046
293,724
Share based
payment
reserve
$
Total
$
275,128
18,596
275,128
18,596
293,724
1,191,394
(1,110,521)
(201,551)
293,724
1,191,394
(1,110,521)
(201,551)
173,046
173,046
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services. Amounts are transferred out of the reserve and
into issued share capital when the options are vested and exercised. Further information about the share-based payments
to employees is set out in note 38.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
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 and exercised. Further information about the share-based payments to employees is set out in note 38.
Note 24. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 23. Reserves
Share-based payments reserve
Consolidated
Balance at 1 July 2018
Share based payments expense
Balance at 30 June 2019
Share based payments expense
Transfer on exercise of option
Expired share options
Balance at 30 June 2020
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 25. Non-financial Assets Impairment
IMPAIRMENT NOTE:
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During FY20, impairment losses totalling $10.234m have been recognised in respect of the cash generating units within the
Business.
Key Assumptions used for calculating impairment losses
Sales Growth used for Victorian CGU’s Year 2 is 20% and thereafter 3%
Sales Growth used for NSW and Qld CGU’s Year 2 is 5% and thereafter 3%.
The above is based on the impact of COVID 19 being far greater at the Vic CGU level than the other states.
A terminal growth rate of 3% has been used in the calculations.
Future cash flow and profit projections were based on the revised FY21 forecast which was effectively reduced by 15% on
previous years, and then a further reduction of 10% was then applied to generate future cash flow and profit projections for
the calculation of Impairments.
This has resulted in 14 CGU’s requiring impairment.
Non-store assets were reviewed based on a QSR segment basis
Significant uncertainty:
There remains significant uncertainty regarding how the COVID 19 pandemic will evolve, including the duration of the
pandemic, the severity of the downturn and the speed of recovery across the Company’s store Network. The impacts of
COVID 19 on the Company have resulted in the following impairments, and a significant reduction in the carrying values in
all cash generating units (CGU’s). Whilst the scenario modelling used for impairment testing inherently captures probable
and possible impacts of COVID 19 experienced by the Company, additional temporary store closures and reduced revenues
from extended trading restrictions could result in the revised carrying values of CGU’s reducing further and therefore resulting
in further impairment write – offs.
In 2019, the Company recognised significant impairment write offs amounting to $6.558m. This reduction in carrying values
prior to 2020 year has lowered the sensitivity of the respective CGU’s carrying values, and the quantum of potential intangible
asset impairments in future periods.
Notwithstanding the above, the carrying values in respect of those CGU’s against which an impairment loss has been
recognised continue to be sensitive to a range of assumptions, in particular the growth rates in the cash flow forecasts.
Right of Use Assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as
incurred.
For the FY20, Olivers elected to adopt AASB 16, with the result being a creation of Right of Use Assets as follows:
Commercial leases $29.012m
Motor Vehicles $ 0.888m
Equipment Hire $ 0.053m
For each financial period, the Company is required to assess the carrying value of these assets and this review has resulted
in the recognition of $6.1m of impairment losses relating to Commercial leases.
Property 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 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:
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 25. Non-financial Assets Impairment (continued)
67
Buildings 40 years
Leasehold improvements 3-15 years
Plant and equipment 3-7 years
Plant and Equipment under lease 2-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements 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 derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
As part of the recognition of Impaired assets, and based on the above assumptions, an impairment loss for Property, Plant
and Equipment of $1.63m was recognised.
This is broken down into the following categories of assets:
Leasehold Improvements $1.18m
Plant and Equipment $0.45m
Intangibles
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 derecognition 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.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Following a review of the business and its current financial position, it was tested for impairment at the QSR segment level
which resulted in the remaining value on the Balance Sheet being impaired and as such impairment charge of $2.133m being
recognised.
Intellectual property
Significant costs associated with intellectual property are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 10 years.
Following a review of the Red Dragon business and its current market position, it was decided to write off the remaining value
on the Balance Sheet resulting in an impairment charge of $0.110m being recognised. The $0.5m IP amount reflected on
the FY20 results relates solely to the Olivers stores.
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 10 years.
Following a review of the business and its current financial position, it was decided to write off the remaining value on the
Balance Sheet resulting in an impairment charge of $0.051m being recognised.
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.
With the pending replacement of the current POS, the Group has accelerated the depreciation on this asset so as the WDV
will be NIL at the time it is replaced.
Customer Relationship
The carrying value of Customer Relationships has been reviewed and the decision was made to impair the total amount of
$0.22m.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 25. Non-financial Assets Impairment (continued)
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Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually
for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-
financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Sensitivity
As a result of the uncertainty surrounding the current trading situation with border closures and trading restrictions, the
Company performed some sensitivity analysis on the impairment calculations presented in this report. In the event the stores
trading number improved by 10%, the reduction in the impairment calculated amounts to $3.5m, however, should there be a
further decline in revenue to the extent of 10%, there would be the need to further impair an additional $4.1m. This would be
distributed proportionally between Property, plant and equipment, and Right of Use assets.
On the same basis, the balance of Corporate assets would be further impaired by $3.8m.
Note 26. Financial instruments
l
Financial risk management objectives
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 Group. The Group
uses derivative financial instruments such as forward foreign exchange contracts to hedge certain risk exposures. Derivatives
are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different
methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of
interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment
portfolios to determine market risk.
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 Group and appropriate procedures,
controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance
reports to the Board on a monthly basis.
Market risk
The Group is not exposed to any significant foreign currency risk.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group
to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk.
For the Group the bank loans outstanding, totalling $1,476,506 (2019: $1,000,000), are principal and interest payment loans.
Monthly cash outlays of approximately $6,500 (2019: $3,200) per month are required to service the interest payments. An
official increase/decrease in interest rates of 100 (2019: 100) basis points would have an adverse/favourable effect on profit
before tax of $14,750 (2019: $10,000) per annum. The percentage change is based on the expected volatility of interest
rates using market data and analysts’ forecasts. In addition, minimum principal repayments of $25,000 payable quarterly,
(2019: $Nil) are due during the year ending 2021.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 26. Financial instruments (continued)
69
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting
appropriate credit limits. 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 Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through
the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative
across all customers of the Group based on recent sales experience, historical collection rates and forward-looking
information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the Group 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 Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Financing arrangements
Unused borrowing facilities at the reporting date:
Bank Guarantee facility
Consolidated
2020
$
2019
$
16,272
71,272
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 26. Financial instruments (continued)
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Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated - 2020
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Other loans
Interest-bearing - variable
Bank overdraft
Bank loans
Other loans
Premium Funding
Interest-bearing - fixed rate
Lease liability
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
-
-
2,219,075
3,671,042
200,000
-
-
-
7.68%
3.69%
6.00%
3.59%
501,506
130,000
503,275
229,219
-
882,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,219,075
3,671,042
200,000
501,506
1,012,000
503,275
229,219
3.69%
3,615,822
11,069,939
3,478,034
4,360,034
8,523,025 18,859,151 34,476,032
8,523,025 18,859,151 42,812,149
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 27. Key management personnel disclosures
Refer to the Remuneration report contained in the Directors' report for details of the remuneration paid or payable to each
member of the Company's key management personnel (KMP) for the year ended 30 June 2020.
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out
below:
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Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Consolidated
2020
$
2019
$
587,079
35,131
820
1,184,820
902,514
39,458
-
-
1,807,850
941,972
Short-term employee benefits
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.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 27. Key management personnel disclosures (continued)
71
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 28. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Bishop Collins Audit Pty Limited,
the auditor of the company:
Audit services - Bishop Collins Audit Limited (2019: RSM Australia)
Audit or review of the financial statements
Other audit services
Other services – Network firm of the parent entity auditor
Bishop Collins Pty Ltd (2019: RSM Australia)
Preparation of the tax return
Other Taxation Services
General Advice
Consolidated
2020
$
2019
$
205,000
16,000
221,000
142,500
142,500
35,000
-
1,000
54,150
4,825
-
36,000
58,975
257,000
201,475
Note 29. Contingent liabilities
The Group has given bank guarantees as at 30 June 2020 of $383,728 (2019: $328,728) to various landlords.
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 30. Commitments
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Capital commitments
Committed at the reporting date but not recognised as liabilities, payable:
Intangible assets
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
More than five years
Lease commitments - finance
Committed at the reporting date and recognised as liabilities, payable:
Within one year
One to five years
Total commitment
Less: Future finance charges
Net commitment recognised as liabilities
Non-cancellable operating leases contracted for but not recognised in the financial
statements payable:
Within one year
One to five years
Total commitment
Less: Future finance charges
Net commitment recognised as liabilities
Note 31. Related party transactions
Parent entity
Oliver's Real Food Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Consolidated
2020
$
2019
$
88,430
-
-
3,085,135
- 11,316,667
- 14,975,884
- 29,377,686
-
-
-
-
-
-
-
-
-
-
305,784
618,294
924,078
(32,918)
891,160
825,572
2,728,494
3,554,066
-
3,554,066
Key management personnel
Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the
directors' report.
73
Consolidated
2020
$
2019
$
31,470
-
Consolidated
2020
$
2019
$
481,630
-
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 31. Related party transactions (continued)
Transactions with related parties
The following transactions occurred with related parties:
Payment for other expenses:
Interest paid to other related party
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Current borrowings:
Loan from other related party
The Company has a loan of $481,630 from Safety Factor Aviation Pty Ltd, a Company solely owned by Mr. Jason Gunn.
The terms of this loan are interest at the rate of 6% capitalised and repayment by 20th March 2021. The loan is secured.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Refer to Subsequent events Note 34 regarding repayment to Safety Factor Aviation Pty Ltd.
Note 32. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Parent
2020
$
2019
$
(3,020,699)
(1,478,790)
(3,020,699)
(1,478,790)
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
Parent
2020
$
2019
$
864,188 23,822,719
28,301,732 26,099,082
6,692,477
657,707
7,174,107
1,369,504
30,340,964 28,790,143
293,724
(4,354,288)
173,046
(9,386,385)
21,127,625 11,590,974
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020 and 30 June 2019.
Contingent liabilities
The parent entity has no contingent liabilities as at 30 June 2020.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020 and 30 June 2019.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for the
following:
●
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
74
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 32. Parent entity information (continued)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Accumulated losses
Total equity/(deficiency)
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 33. Interests in subsidiaries
75
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 1:
Name
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 North Albury 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 (Liquidated 20.04.2020)
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 Ltd
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)
Oliver's Kelso Pty Ltd
Oliver's Lithgow Pty Ltd
Oliver's Maitland Road Pty Ltd
Oliver's Maryborough Pty Ltd
Principal place of business /
Country of incorporation
Ownership interest
2019
2020
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
Principal place of business /
Country of incorporation
Ownership interest
2019
2020
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
76
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 33. Interests in subsidiaries (continued)
Name
Oliver's Merino Pty Ltd
Oliver's National Marketing 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 Northbound 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
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
77
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Note 34. Events after the reporting period
The Group has since committed to a $5.0m term loan facility, repayable in 36 months. The terms of this facility comprise an
interest rate of 10.5% p.a., and the repayment of the current CBA facility (Balance of $950k as at the date of this report) and
the provision to make a $150,000 repayment to Safety Aviation Pty Ltd. The Group is also required to enter into a Warrant
Deed granting the holder the option to subscribe for shares over two tranches, the first being for 37,500,000 shares and the
second for a further 10,000,000 shares at a warrant exercise price of $0.12 per share.
There are also financial covenants stating the minimum cash balance as at 30 September 2020 and 31 December 2020
must be greater than $2,500,000, as at 31 March 2021 and 30 June 2021 and as at 30 September 2021 $2,000,000, and as
at 31 December 2021 $1,500,000 and remaining at that level thereafter whilst the facility is in place.
COVID 19 Impact on Olivers Real Food Limited
The COVID 19 pandemic has developed rapidly in 2020, with a significant number of cases. Measures taken by various
governments to contain the virus have affected economic activity and the Company’s business in various significant ways:
● Due to government measures taken, Olivers had to close its entire network of stores, the 3 warehouses and 2 kitchens as
of March 23rd 2020. The impact on revenues started to decline from early March as people stayed home and didn’t travel or
eat out as the concerns around the pandemic took hold.
● The reduction of economic activity and the requirement to close our stores meant all employees ere stood down and the
Group proceeded to register for JobKeeper which was successful. During the last quarter, the Group received Government
subsidies from JobKeeper amounting to $2.0m and rental subsidies of $496.8k.
As a result of these effects our cumulative revenue in the last quarter of 2020 was approximately $5.6m or 69.8% lower than
our 2019 revenues in the same period.
The Group’s operating results have declined significantly in 2020 and have been negative in March, April and May 2020.
Also, our liquidity has been negatively impacted, which required us to obtain additional funding from our bank by obtaining a
temporary overdraft facility of $750k (reduced to $500k in June) to enable the Group meet its future liquidity needs throughout
the period of the pandemic.
In the period since 30 June 2019, the Group has incurred losses due to impairments recognised on its Balance Sheet for
Leasehold Improvements of $1.2m, Plant and Equipment of $0.5m and Right of Use Assets of $6.1m, and Intangible assets
of $2.4m.
The Federal Government have also announced the implementation of government assistance measures which might mitigate
some of the impact of the COVID 19 pandemic on our results and liquidity. To the extent appropriate we have applied for
such government assistance. The details of all of the arrangements that might be available to us and the period throughout
which they will remain available are continuing to evolve and remain subject to uncertainty. We are continuing to assess the
implications for our business when these arrangements are no longer available. In particular, the withdrawal of the assistance
currently provided by way of the JobKeeper subsidy would adversely affect the performance of the business until such point
in time trading returned to normal pre COVID 19 levels.
Depending on the duration of the COVID 19 crisis and continued negative impact on economic activity, the Group might
experience further negative results, and liquidity restraints and incur additional impairments on its assets in 2021. The exact
impact on our activities in the remainder of 2021 and thereafter cannot be predicted.
We also refer to note 1 Going concern.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
78
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 35. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax (expense)/benefit for the year
Adjustments for:
Depreciation and amortisation
Impairment of property, plant and equipment
Impairment of goodwill
Impairment of intangibles
Net loss on disposal of property, plant and equipment
Share-based payments
Other Income - lease concessions (non-cash)
Net Gain on disposal of property, plant and equipment
Impairment of right of use assets
Other
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
Decrease in deferred tax assets
Decrease/(increase) in prepayments
Decrease in other operating assets
Decrease in deferred taxes payable
Decrease in accruals
Increase in trade and other payables
Increase in employee benefits
Increase in other provisions
Restatement of prior year numbers
Increase/(decrease) in other operating liabilities
Net cash used in operating activities
Note 37. Loss per share
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Consolidated
2020
$
2019
$
(17,506,369)
(15,661,501)
5,753,681
1,631,349
2,133,516
361,936
140,673
1,191,394
(495,841)
-
6,107,333
30,821
(807,256)
351,058
-
(137,893)
43,127
-
-
1,382,047
262,742
-
-
(495,162)
2,451,627
3,908,435
2,529,512
119,925
-
18,596
-
573,836
-
-
458,978
(323,938)
758,213
156,858
244,331
(1,011,461)
1,150,643
491,601
-
151,300
151,913
30,053
(52,844)
(3,801,079)
Consolidated
2020
$
2019
$
(17,506,369)
(15,661,501)
Number
Number
270,731,917 250,731,917
Loss after income tax attributable to the owners of Oliver's Real Food Limited
Weighted average number of ordinary shares used in calculating basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share 270,731,917 250,731,917
Basic loss per share
Diluted loss per share
Cents
Cents
(6.47)
(6.47)
(6.25)
(6.25)
Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 38. Share-based payments
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(a) 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 Com.
Set out below are summaries of options granted under the plan:
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Outstanding at the beginning of the financial year
Forfeited
Number of
options
2020
Weighted
average
exercise price
2020
Number of
options
2019
Weighted
average
exercise price
2019
500,000
(200,000)
$0.300
$0.300
1,500,000
(1,000,000)
$0.300
$0.300
Outstanding at the end of the financial year
300,000
$0.300
500,000
$0.300
Grant date 3 May 2017
Expiry date 26 February 2021
There were no options exercisable at the end of the financial year:
A total of 200,000 options were forfeited as a result of the executives leaving the company during the financial year.
The weighted average share price during the financial year was $0.056 (2019: $0.040).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.8 years (2019:
1.80 years).
(b) 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 Company’s initial public offering. The options were exercisable on or before 20
June 2020 with an exercise price of $0.30 each. These options have expired during the financial year.
The options held no voting or dividend rights and are not transferable.
Set out below are summaries of options granted under the plan:
Outstanding at the beginning of the financial year
Forfeited
Expired
Outstanding at the end of the financial year
The weighted average share price during the financial year was $0.056 (2019 $0.40).
Number of
options
2020
Weighted
average
exercise price
2020
Number of
options
2019
Weighted
average
exercise price
2019
2,000,000
-
(2,000,000)
$0.300
$0.300
$0.300
2,000,000
-
-
$0.300
$0.000
$0.000
-
$0.000
2,000,000
$0.300
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2020
Note 38. Share-based payments (continued)
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Outstanding at the beginning of the financial year
Granted
Exercised
Outstanding at the end of the financial year
Number of
rights
2020
Weighted
average
exercise price
2020
-
20,000,000
(20,000,000)
$0.000
$0.022
$0.022
-
$0.000
(c) The options granted to Directors (20,000,000) had the following terms and conditions attached:
The share price doubled from $0.022 to $0.044, and
There were 2 consecutive quarters of positive EBITDA
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Oliver's Real Food Limited
Directors' declaration
30 June 2020
In the directors' opinion:
81
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2020 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
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___________________________
Jason Gunn
Chairman
30 September 2020
OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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OLIVER’S REAL FOOD LIMITED2020 ANNUAL REPORT
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Oliver's Real Food Limited
Shareholder information
30 June 2020
The shareholder information set out below was applicable as at 23 September 2020.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
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1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Hauraki Trust Company Limited
Butof Holdings Pty Ltd
Mr Michael John Gregg and Mrs Suzanne Jane Gregg
Gelba Pty Limited
Custodial Services Limited
Twenty Second Sepelda Pty Ltd
Mr Joshua Leigh Sweetman
Ms Anne Louise Matthews
Gazelle Bicycles Australia
Evacap Pty Ltd
Msi 888 Pty Ltd
Wr Simpson Nominees Pty Ltd
Mrs Yong Hui Pan
Mr Michael John Gregg
Mr Jason Antony Gunn
MFA Capital Pty Ltd< - T and J Adams Super Fund A/C
CS Fourth Nominees Pty Limited - HSBC Cust Nom AU Ltd 11A/C
Wolram Investments Pty Ltd - Wolram A/C
Mrs Pamela Elizabeth Brown
Mr Mark Kelly and Ms Terese Annette Kelly - Kel's Super Duper S/F A/C
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Number
of holders
of options
Number
of holders
of ordinary ordinary
shares
shares
over
37
298
289
1,253
261
2,138
662
-
-
-
-
-
-
-
Ordinary shares
% of total
Number held
43,387,500
22,785,318
18,200,000
17,756,654
5,420,155
5,000,000
3,719,935
3,335,000
3,032,695
2,750,000
2,335,403
2,224,063
2,000,000
2,000,000
1,833,862
1,800,000
1,764,900
1,750,000
1,750,000
1,681,315
shares
issued
16.03
8.42
6.72
6.56
2.00
1.85
1.37
1.23
1.12
1.02
0.86
0.82
0.74
0.74
0.68
0.66
0.65
0.65
0.65
0.62
144,526,800
53.39
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Oliver's Real Food Limited
Corporate directory
30 June 2020
Directors
Jason Gunn
Amanda Gunn
Steven Metter
David McMahon
Notice of annual general meeting
The details of the annual general meeting of Oliver's Real Food Limited are:
Registered office and Principal
Place of Business
10 Amsterdam Circuit
Share register
Auditor
Solicitors
Bankers
Wyong NSW 2259
Australia
(02) 4353 8055
www.investor.oliversrealfood.com.au
Boardroom Pty Ltd
Level 12, 275 George Street
Sydney NSW 2000
1300 737 760 (in Australia)
www.boardroomlimited.com.au
Bishop Collins Audit Pty Ltd
Unit 1, 1 Pioneer Ave
Tuggerah NSW 2259
Breene and Breene
Level 12, 111 Elizabeth 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
Oliver's Real Food Limited shares are listed on the Australian Securities Exchange
(ASX code: OLI)
Website
www.oliversrealfood.com.au
www.investor.oliversrealfood.com.au
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