Oliver’s
Real Food Limited
ANNUAL
REPORT
2020/2021
Contents
Chairman's Letter
CEO's Letter
Corporate Directory
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
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4
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26
27
28
29
65
66
71
1
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
CHAIRMAN'S LETTER
The 2020/21 year has proven to be a year of
great change for Oliver’s Real Food. Despite the
challenges, Oliver’s is now well positioned and
very much looking forward to improved trading
conditions as we all emerge from the Covid-19
related lockdowns.
The most significant challenge faced by the
Company and its investors was the suspension
from official quotation by the Australian Securities
Exchange (ASX). The ASX suspended the
Company’s securities on the 26th February 2021
based upon concerns related to the Interim
Financial Statements for the half-year ended
31 December 2020. Those statements were issued
with an auditor’s disclaimer of review conclusion,
as the information supplied and available at
the date the interim financial statements were
authorised for issue was insufficient to support
the Board’s view that the half-year financial
statements supported a going concern basis.
Subsequently, the Board provided additional
evidence to the auditors relating to the use
of the going concern assumption and the
Company was successful in obtaining reissued
consolidated half-year statements which did not
contain either a disclaimer of review conclusion
or an adverse review conclusion. That additional
evidence included details of the restructuring plan
forecast to reduce costs by more than $4,000,000
annually, as well as details of a $2,500,000 funding
initiative. Unfortunately, the ASX chose not to
reinstate the Company’s securities, and then
raised further concerns about the level of working
capital. I can assure investors that the Board
remains committed to a reinstatement of the
Company’s securities and is working progressively
through initiatives we expect should satisfy the
ASX concerns and therefore see trading in the
Company’s securities recommence.
There were several changes to the Board during
the 2020/21 year. I joined the Company as a
non-executive Director on the 25th November
2020. Martin Green, as a representative of major
shareholder Gelba, was appointed to the Board
on the 22nd January 2021. I was subsequently
appointed as Chairman on the 4th March 2021.
On that date, both Jason and Amanda Gunn
resigned from the Board. Finally, Steve Metter
continues to serve as a director, providing strong
expertise and industry knowledge.
It is very appropriate to recognise and thank Jason
Gunn for his entrepreneurial vision, energy and
Kim
Wood
Chairman
commitment in establishing Oliver’s Real Food.
Amanda has similarly made a huge contribution.
While there have been many challenges to
navigate since the inception of this business, there
was no roadmap describing the steps necessary
to build a healthy, organic alternative to the fast-
food industry. The Gunn’s maintain a significant
shareholding in the Company.
Oliver’s Real Food has reinvented its operating
model during the 2020/21 year. Interested readers
can find much more about that in our Chief
Executive Officer’s comments in the Annual Report.
Suffice it to say that operating costs have been
slashed, logistics streamlined, and technology
modernised. The Board is extremely pleased and
supportive of the new operating model being
implemented by CEO Tammie Phillips and her
team. We feel confident that the Company has
now established the right model to support both
the current and future needs of the business. We
are pleased with the continuing association with
EG partnership and thank them for playing their
part in the Oliver’s Real Food story. We know that
we need strong partnerships to succeed.
Major shareholders, Michael and Suzanne Gregg,
and Gelba, took a more active role in 2020/21. The
Board has welcomed their interest and appreciates
their expertise. Both during the 2021/21 year and
more recently, those major shareholders have
demonstrated a real commitment to the Company
during difficult times by both investing and
providing finance as required on more favourable
terms than existing arrangements. The Board
expects to announce an opportunity for all existing
2
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT investors to participate in an attractively priced
equity raise in coming months.
On behalf of the Board, I would like to thank all of
our employees for their dedication and hard work
during the 2020/21 year. I know that there have
been uncertainties due to the Covid-19 related
impact on our stores and employees’ working
hours. The Company's changed operating model
has created both opportunities and challenges
for employees too. I remind us all that we are day
by day and week by week seeing the benefits of
a better way to do our business. A focus on an
agile and nimble model will benefit employees,
partners, and investors. We have that model.
We have a united Board and a strong management
team. We have committed employees. We have
great partners. I encourage all of you to stay the
course as we rebuild. I am certain that Oliver’s Real
Food has a brighter future.
Kim Wood
Chairman
3
3
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT CEO'S LETTER
"The first step towards getting
somewhere is to decide that you are
not going to stay where you are."
Dear Fellow Oliver's Shareholders,
With all the challenges that Covid-19 threw at us
throughout the year, we took significant steps to
make sure Oliver’s weathered the economic
impact whilst still progressing the planned
changes to the business model. As I write this,
I reflect on an immensely challenging and
productive year and am pleased we were able
to balance three critical components:
1. The successful transformation to a leaner and
simpler operating model
2. Minimising cash outflows and utilising
government support schemes to reduce
the impact of the constant disruptions to
trading conditions
3. Investing in growth initiatives and customer
feedback
As we balanced all these three (3) things, we were
ensuring that Oliver’s emerged stronger than ever
before. The collective impact of the restructure
has ensured that Oliver’s is in the best possible
state to generate profits, build the brand and
restore the market’s faith in the company.
THE FINANCIAL HIGHLIGHTS
Trading conditions due to Covid-19 were, and
remain, tough and whilst the store network did not
get a clear runway for sales throughout the year
there were windows of strong performance and a
cause for real optimism:
• NSW network which was the least impacted (up
until the latest June lockdown) was trending to
match 2019 (pre-pandemic) sales levels. This
bodes well for the future once the lockdowns lift.
• 25% of total store revenue was derived from
sales from new products and categories
introduced over the past 12 months, and the
introduction of ‘bundle deals’ resulted in a
contribution of 18% to total sales. In March, a
new breakfast menu was launched. In the last
quarter, sales in the 6am-11am time of day
category lifted to 30% of total sales (up from
25% in the previous quarters). This is a
significant achievement in QSR-type businesses
and we anticipate this trend to continue once
lockdowns lift.
Tammie
Phillips
Chief Executive
Officer
4
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT •
In the EG Channel, we ended the year servicing
153 EG Petrol Stations and opening two new
Oliver’s franchises. We also overhauled the
service and delivery model in this channel
which has now stabilised and is delivering
sustainable EBITDA margins, which we expect
will continue indefinitely.
We ended the financial year with net loss after
tax of $4.4m vs net loss after tax $17.5m in FY20.
This includes around $1m in (planned) restructuring
costs, including redundancies and site closures
(mostly our commercial kitchens) and a write back
of $2m in impairments.
The successful execution of our operating model
transformation was completed in June. The
highlights of the re-structure included the closure
of three production kitchens, three warehouses,
in-house logistics as well as a reduction of 40% to
Head Office costs, reducing the company’s cost
base by circa $4.5m per annum. The full financial
impact of this restructure will manifest in the 2022
financial year and beyond.
Under our new operating model our store network
sales per venue now needs to restore to 2019
pre-pandemic levels to achieve FY22 target
EBITDA margin which will see the business get to
a break-even EBIT. This target considers the effects
of Covid-19 on the first quarter of FY22.
THE NEW OPERATING MODEL
The New Agile Operating Model The business has
now replaced complex in-house operations with
strategic partnerships that foster efficiency. In April
the business entered a productive relationship
with Superior Foods to service all company
warehousing and logistics. Under the new
partnership Superior Foods own, manage, and
distribute our stock. The transition has improved
the speed and accuracy of logistics, with fulfilment
rates to stores meeting the contractual minimum
performance requirement of 98% within 2 weeks
of the transition.
NEW
OPERATING
MODEL
OLD
OPERATING
MODEL
Oliver's Stores
& Franchises
Euro Garage
Outlets
3PL
NSW
3PL
VIC
PARTNER
KITCHENS
3P
SPECIALIST
FUEL SUPPLY
CHAIN
PARTNER
Oliver's Stores
& Franchises
Euro Garage
Outlets
3PL
LOGISTICS
LOGISTICS
LOGISTICS
LOGISTICS
VIC WAREHOUSE
NSW WAREHOUSE
QLD WAREHOUSE
VIC KITCHEN
NSW ASSEMBLY
KITCHEN
QLD KITCHEN
5
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT In the area of food production, the business now
collaborates with food and drink bespoke
manufacturers to produce our recipes which are
delivered into Superior Warehouses for distribution
to our store network three times a week. Whilst
we retain control of the development and IP of our
branded lines, we are already seeing the benefits
that collaboration will bring to innovation.
Further, cost savings and efficiency improvements
from the new operating model enabled us to
manage the impact of the continued Covid-19
crisis better ensuring minimised cash outflows
during store closures or limited trading periods.
OTHER PROGRESS
Product Development and Innovation The
development of new products has remained a
critical element of our business strategy. Our
strategic focus throughout the year has been on
time-of-day sales, bundling and new category
development.
OLI has a number of planned initiatives in the
pipeline. In October we will launch our Kids Menu
Meal Deal which will incorporate packaged healthy
menu choices for young OLI customers including a
meal, side and drink boxed for under $10.
Our forward strategy is to continue to leverage our
strong health brand with continuous innovation to
gain market share and create long term
competitive advantage.
Technology In April we successfully rolled out a
new point of sale system to all stores. Along with
significant cost savings, some of the improved
benefits from the new system include: digital
menu boards with time of day capabilities; real
time live updating to menus and pricing to stores;
and significant enhanced analytic data.
have contributed to the reduction of 40% in Head
Office personnel.
Developed solutions for ‘contact free’ ordering
and payment include upgraded Self-Service
Kiosks, Web Ordering, Ordering via QR code and
the new OLI App. These technologies have been in
development throughout the year and are rolling
into stores from August to November 2021.
Marketing and Branding In the second half FY21
the company underwent an extensive review of
the Oliver’s brand and marketing function which
included discovery and customer surveying across
a broad demographic of road trippers, families,
retirees, holiday groups and workers/commuters.
Through this process we gained an insightful
understanding of how Oliver’s can best build on
its brand and marketing maturity to derive the
most impact.
In the areas of Finance, HR and Recipe
Development we have transitioned the business
away from out-of-date, inefficient software to
newer technologies that have improved workplace
productivity. Efficiencies gained in these areas
Through a lean, highly effective and strategic
marketing presence we will transform the brand
over two years to reflect a more current, updated
image of the business with a consistent brand
message and voice with more personality injected.
6
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT EG Partnership The EG Food to Go rollout has
continued throughout the year and currently we
supply into 162 service stations across QLD, NSW
and VIC.
Food to Go is one of the fastest growing product
categories in the Australian Petrol and
Convenience Sector. We are very committed to
the opportunity in this sector and the long-term
partnership with EG. We continue to look very
hard at where we are and where we need to go in
this category as we strive to establish ourselves as
a leading convenience food brand in the EG Petrol
Station network.
From September we broaden our relationship with
EG into WA and SA with 33 stores planned.
THANKS TO OUR STAKEHOLDERS
My thanks go to our teams who have been directly
affected by business disruptions that have limited
operations throughout the year as well as staff
cutbacks from the re-structuring. Our teams, their
understanding and resilience have made it
possible for us to continue to move ahead, to
progress and emerge stronger than before.
To the Board of Directors, thank you for your
leadership and direction and embracing all the
necessary changes that we needed to make to steer
our way back to profitability in the coming year.
To our shareholders, my job is to deal with reality,
and I acknowledge that we have asked for a lot of
patience from you as we have worked through
both the challenges and progress of the past
12 months. This is a long-term effort and I assure
you of our commitment to make things right for
our shareholders and rebuild trust.
LOOKING TO THE FUTURE
In closing, we continue to work for a healthier
future with a clear vision and strategy, for which
I take full accountability for leading. This comprises
a simple and lean operating model that enables
the business to concentrate on sales growth
through innovation and continuous improvement,
a relentless focus on customer understanding
and value, evolving the brand and respecting
our stakeholders.
Ultimately, I believe the pandemic has increased
scrutiny on health and that this will be an added
advantage to our sales recovery. From November,
with the greatest certainty we have had for two
years in front of us, I see Oliver's as having the
trifecta – healthy food that makes you feel good,
located in highway locations where people will
be travelling in increased numbers and a lean
operating model that delivers a solid foundation
for long-term profitability.
I am confident in the strategy as we strive to
become a strong organisation and to create long
term value for you and each of our stakeholders.
Tammie Phillips
CEO
tammie.phillips@oliversrealfood.com.au
7
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Corporate directory
30 June 2021
Directors
Kimley Wood
Martin Green
Steven Metter
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 Limited
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
8
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity') 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 2021.
Directors
The following persons were directors of Oliver's Real Food Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
• Jason Gunn - Chairman and Non-Executive Director (Appointed 2 May 2020), previously CEO and Executive Director
(Appointed 28 February 2019), (Resigned 4 March 2021)
• Amanda Gunn – Non-Executive Director (Appointed 28 February 2019), (resigned 4 March 2021)
• David McMahon – Executive Director (Appointed 2 May 2020), (Resigned 19 November 2020).
• Kimley Wood -Non-Executive Director (Appointed 25 November 2020), Chairman (Appointed 4 March 2021).
• Steven Metter Non-Executive Director (Appointed 11 March 2019).
• Ann Brownjohn Non-Executive Director (Appointed 14 October 2020), ( Resigned 19 November 2020).
• Martin Green Non-Executive Director (Appointed 22 January 2021).
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $4,412,240 (30 June 2020: $17,506,369).
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 equivalent
2021
$
2020
$
Change
$
Change
%
28,180,333
(12,294,358)
21,053,387
28,539,653
(8,516,919)
23,255,378
(359,320)
(3,777,439)
(2,201,991)
(1.3%)
(30.7%)
(9.5%)
118,314
(4,412,240)
(6,052,266)
(2,071,968)
1,574,649
(69,477)
187,791
(17,506,369) 13,094,129
(1,768,265)
4,847,802
616,346
(4,284,001)
(6,919,770)
958,303
(207.2%)
(74.8%)
41.3%
(70.1%)
64.3%
EBITDAI
Earnings before interest, tax, depreciation, amortisation and impairment (EBITDAI) is a financial measure which is not
prescribed by Australian Accounting Standards. This represents the profit/loss adjusted for specific non-cash and
significant items. The directors and management consider EBITDAI to reflect the core earnings of the entity.
9
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
At the end of the reporting period the group operated 24 Oliver’s company owned stores in Australia and continued to supply
the ever-increasing OLIVERS FOOD TO GO in 153 (2020: 14) EG Outlets in NSW, VIC and QLD.
As is evident, the 2021 financial year has continued to be a challenging one for the group. The significant impact of Covid-19
and the various ever-changing State border closures have had direct and substantial impacts on the business
performance. The business has navigated these challenges diligently, having implemented a carefully planned and well
executed rolling operational restructure commencing in April 2021 with a strong focus on margin performance and operating
expense reductions, which has essentially made the business far leaner, more proactive with far better medium and long
term prospects. It is pleasing that, notwithstanding Covid-19, the group has generated a small profit in the 2021 EBITDAI.
The impact of Covid-19 saw all venues cease trading for various and differing periods in each of the States during the
financial year, complicating management and supply chains. And at date of writing, NSW and VIC remain in lockdown, with
some relief in sight once these states reach the designated vaccination levels under the national plan. It is pleasing to note
that, notwithstanding the confusion and chaos, Oliver's has experienced a period of stability at all levels – Board,
Management and Personnel. We have retained excellent working relationships with suppliers, landlords and other interested
parties, and the Board believes that Oliver's is well placed to bounce back once the state borders reopen and remain so. The
EG supply agreement is fully operational and well tested during these challenging times, with the partnership having already
opened 153 stores at June 2021 with a plan to open a further 79 FOOD TO GO OUTLETS by end of 2022.
There is little doubt that the current environment has impacted business sectors differently. Oliver's being retail,
tourism, hospitality and located on major interstate highways, has struggled. As a result, management has had to focus on
restricting the cash burn rate, which they have successfully achieved, but nonetheless it has been necessary for
Oliver's to raise additional short-term capital during, and post, the financial year. This included a capital raising by
major shareholders in March and May 2021 which raised $2.7m and the granting of a temporary overdraft of $500k
provided by major shareholders in August 2021. The Board will consider an approach to shareholders with a view to
undertaking a capital raise in the months ahead, once the Board has clarity on the group’s financial requirements,
itself somewhat dependent on the state borders opening and the subsequent conditions of trade. The Board
acknowledges previous announcements regarding a possible Share Purchase Plan (SPP), and that this is currently on hold
pending final resolution.
The ASX suspension of OLI’s shares continues to cause both frustration and disruption. The Board has been in regular
contact with the ASX and will continue to do so. OLI has written to the ASX on numerous occasions, providing the ASX with
various documents, but we remain suspended, primarily as the ASX has determined that Oliver's level of negative working
capital is not acceptable. This position has been caused in part by the application of Accounting Standard AASB16, which
dictates that all operating leases be capitalised as a non-current asset, with the outstanding lease obligations reflected
as both non-liability and current liability. This addition to current liabilities has in turn created a negative working capital.
The ASX is requiring a minimum of $1.5m positive working capital for OLI before the group can be relisted.
Significant changes in the state of affairs
Other than as noted in the review of operations and matters subsequent to the end of the financial year,
there have been no significant changes in the state of affairs of the consolidated entity during the financial
year.
10
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Directors' report
30 June 2021
Matters subsequent to the end of the financial year
Two of the Company’s major shareholders have provided a temporary overdraft facility for a sum of $500k, unsecured,
interest at 4.0% per annum and with a repayment date of 30 September 2021. This facility had secured the approval of the
group’s major lenders, PURE Asset Management, who have been working with the group in these challenging times to
ensure its survival as both they and the major shareholders remain confident as to Oliver’s financial success once the
lockdowns end. The overdraft facility was designed purely to combat the financial losses stemming from the numerous,
and extended, lockdowns.
As per the OLI announcement on 24 September 2021.The Company is pleased to announce that an agreement
has been reached between PURE Asset Management and OLI's two leading shareholders, Michael and Suzanne Gregg
and Gelba Pty Ltd (an entity of which OLI Director, Mr Martin Green, is a Director and minority shareholder) for the
PURE $5.0m loan facility to be assigned to these two major shareholders. It is expected that the assignment will occur
on or around 30 September 2021.
Following the assignment, the terms of the loan will be modified as follows: -
Amount:
Term:
Interest Rate:
Interest Paid:
Covenant:
Repayment:
$5.0m
24 months from assignment date
6% (linked to the 90 days BBSY) and reviewed quarterly
Quarterly in arrears
None
In full 24 months from assignment date
Early repayment will not incur fees
As per PURE loan agreement, namely first ranking security over assets of the Company and
its subsidiaries.
Security:
In addition, the same two leading shareholders will provide an additional loan facility
Facility:
Amount:
Term:
Interest Rate:
Interest Paid
Purpose:
Covenant:
Draw Down:
Repayment:
Security:
Revolving line of Credit
$1.5m (note $500k already advanced in August 2021 and currently at 4% interest)
24 months
6% (linked to the 90 days BBSY) and reviewed quarterly
Calculated daily and paid monthly
To support the Company's working capital requirements due to Covid-19 lockdown restrictions
None
As funds are needed
In full after 24 months
Unsecured initially, however, should security be requested, company would require
shareholder approval under listing rule 10.1 to grant security.
Warrants:
There is no change in the 47,500,000 warrants held by Pure Asset Management and
approved by shareholders, all terms remain the same.
11
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Directors' report
30 June 2021
Covid-19 Impact on Oliver's Real Food Limited
The Covid-19 pandemic has continued unabated through the entire 2021 year, with a significant number of
cases, massive media attention, and border closures. 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, Oliver's has had to close its entire network of stores, the three warehouses and two
kitchens for various periods, depending on the location of the store. At times, some of these stores could reopen,
and some could only open for take-away. The negative impact on revenues continued throughout the year as people
stayed home and did not, or could not, travel or eat out due to (State) government regulations.
● The reduction of economic activity and the requirement to close our stores meant employees were stood down or had
their hours reduced, most at relatively short notice, itself creating a myriad of challenges for management as it
negotiated between the various border closures and differing rules in each state. The Company continued its Job Keeper
registration until that ceased and during the 2021 year, the Group received further Government subsidies and some rental
relief. The group has successfully applied for the more recent NSW State government subsidies which will assist in
alleviating the financial strain on the business.
As a result of these effects our cumulative revenue for the 2021 financial year was approximately $6m, or 21%, lower
l
than our 2019 (pre Covid-19) revenues in the same period, with the 2020 revenues being $5m lower, or 17%, compared to
2019. So the impact of Covid-19 has been substantial and the longer the lockdowns continue, the more the current revenue
figures will drop.
The group's liquidity has been negatively impacted, which required us to obtain additional funding from our major
l
shareholders by obtaining a temporary overdraft facility of $500k in August 2021 and will be replaced with $1.5m revolving
line of credit, referred to above, to enable the Group to meet its future liquidity needs.
In the 2020 financial year, and primarily due to the outlook governed by Covid-19, the Group incurred write-offs due to
l
impairments. In the 2021 financial year however, OLI has turned this around due to a more positive outlook for the Group
and has in fact made several write-backs to Impairments. Consequently on its Balance Sheet, Leasehold Improvements had
a write-back of $465k (2020: Write-down $1.2m), Plant and Equipment write-back of $219k (2020: write-down $0.5m), Right
of Use Assets write-back of $1.6m (2020: write-down $6.1m), and Intangible assets write-back of $Nil (2020: write-down
$2.4m). These are not trading losses but asset value write-backs/write-offs in accordance with Accounting Standards, and
reflect in the net loss of the group as at 30 June 2021 and 2020.
Depending on the duration of the Covid-19 crisis and continued negative impact on economic activity, the Group might
l
experience further negative results, and liquidity restraints and incur additional impairments on its assets in 2022. The exact
impact on our activities in the remainder of 2021 and thereafter cannot be predicted, but based on the National and the NSW
and Victorian Covid-19 Roadmaps, Oliver's is not expecting to return to normal operating revenues until December 2021. As
a result Oliver's may have to raise further capital from the market. At this time, because the timing of this and the amount
likely to be required is uncertain, the Board has not progressed this matter at the date of this report.
We also refer to note 1 Going concern.
Wyong HO Facility
The Wyong Head Office Facility Lease was leased to a 3rd party and the Oliver's lease surrendered effective 1 September
2021. This releases the company of any future liabilities.
The Brisbane Kitchen Facility
The Brisbane Kitchen Facility has been vacant since 30 June 2021. Management has reached an understanding to lease
the building to a 3rd party and the Oliver's lease surrendered. We expect this to be documented and signed by
mid October. This will release the company of any future liabilities and in addition over $1.0m of impairments will be
written back.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect, the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
12
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Directors' report
30 June 2021
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity 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
consolidated entity.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on directors
Name:
Title:
Experience and expertise:
Kimley (Kim) Wood - Chairman Appointed 25 November 2020
Mr
Kim Wood concluded his term as the Principal Commissioner of the Queensland
Productivity Commission in 2020, having commenced in 2015. Prior to the Productivity
Commission, Kim served in CEO roles predominantly in large water and electricity utilities
across Australia. He has experience in both the private and government sectors. Kim
began his various CEO roles as the Sydney-based Managing Director of GEC Plessey
Telecommunications. Kim has also held senior roles with BellSouth Australia and Hewlett-
Packard. He originally commenced work as an engineer with the Victorian State Electricity
Commission. Kim is interested in business transformation and has experience in hands-
on leadership roles. Further, he has had a range of both executive and non-executive
directorships. He enjoys a challenge.
Other current directorships:
Former directorships (last 3 years):
Interests in shares:
Nil
Name:
Title:
Experience and expertise:
Martin Green - Appointed 22 January 2021
Mr
Martin Green is Managing Director and CEO and minority shareholder of Gelba Group of
Companies, a position held since August 2005. The family business was incorporated in
August 1929 and today runs two contract packing manufacturing facilities employing 60
staff supplying portion-controlled products for the retail, catering and hospitality industries.
In addition to this activity Gelba has investments in property, listed and unlisted
companies. Martin holds an Associate Diploma of Business (Accounting) and is also a
Director of The Raw Liquid Sugar Company, Huskee Cups and EHealtheme Pty Ltd t/ as
Surgical Partners.
Other current directorships:
Former directorships (last 3 years):
Interests in shares:
37,439,660
Name:
Title:
Qualifications:
Steven Metter - Appointed 11 March 2019
Mr
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 400 seat restaurant, and has
acted as a financial consultant in Australia, South Africa and the USA.
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Interests in shares:
6,666,667
13
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
Name:
Title:
Experience and expertise:
David McMahon - Appointed 02 May 2020 - Resigned on 19 November 2020
Mr
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.
Other current directorships:
Former directorships (last 3 years):
Interests in shares:
Interests in options:
33,500
2,000,000
Name:
Title:
Qualifications:
Experience and expertise:
Jason Gunn - Non-Executive Director and Chairman - Appointed 28 February 2019 -
Resigned 4 March 2021.
Mr
Jason completed the AICD company directors’ course in 2017.
Jason 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.
Other current directorships:
Former directorships (last 3 years):
Interests in shares:
Interests in options:
38,387,500
Nil
Name:
Title:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Interests in shares:
Interests in options:
Name:
Title:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Interests in shares:
Interests in options:
Amanda Gunn - Non-Executive Director - Appointed 28 February 2019 -
Resigned 4 March 2021
Mrs
Amanda worked as Operations Manager in the business for over 10 years.
38,387,500
Nil
Ann Brownjohn - Non-Executive Director - Appointed 14 October 2020 -
Resigned 19 November 2020
Ms
Nil
Nil
'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.
Company secretary
Mr Robert Lees - Appointed 30 June 2021
Mr Lees is a member of the Chartered Accountants Australia and New Zealand and a Fellow of the Governance Institute of
Australia. He is a graduate of the University of Technology, Sydney, holding a Bachelor of Business (Accounting) and a
Graduate Diploma in Data Processing. He also holds a Graduate Diploma in Corporate Governance. In the last 18 years
he has provided company secretarial services to ASX and NSX listed companies.
Boardroom Limited were appointed to manage the Company Secretarial duties on 30 June 2020 and appointed Mr. Julian
Rockett on 30 June 2020. He resigned as the Company Secretary on 1 November 2020 and was replaced by Ms. Nyla
Bacon on 1 November 2020. Ms. Bacon resigned on 30 June 2021 and Boardroom was terminated as manager of these
services.
14
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
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 2021, and the number of meetings attended by each director were:
Jason Gunn
Amanda Gunn
Steven Metter
David McMahon
Kimley Wood
Martin Green
Ann Brownjohn
Full Board
Nomination and
Remuneration Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
15
15
19
6
15
9
1
15
15
21
6
15
10
1
3
6
6
-
4
-
-
3
6
6
-
4
-
-
4
2
7
2
4
3
-
4
2
7
2
5
3
-
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, 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
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity'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 consolidated entity depends on the quality of its directors and
executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
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
15
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
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 $500k.
Executive remuneration
The consolidated entity 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 consolidated entity 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 consolidated entity 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 consolidated entity'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 2021.
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.
16
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Directors' report
30 June 2021
2021
2020
2019
2018
2017
SHARE BASED REMUNERATION
Revenue $m EBITDAI $m
Net Profit
After tax $m
33.35
31.80
35.00
35.90
20.70
0.01
(0.07)
(6.52)
2.30
(2.30)
(6.82)
(17.40)
(15.70)
(0.60)
(2.90)
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.
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.
Voting and comments made at the company's 22 January 2021 Annual General Meeting ('AGM')
At the 22 January 2021 AGM, 56.0% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2020. 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 key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors of Oliver's Real Food
Limited:
●
David McMahon - Resigned 19 November 2020
17
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
And the following persons:
Tammie Phillips
●
Robert Ross-Edwards Appointed 1 December 2020
●
2021
Non-Executive Directors:
Kimley Wood
Jason Gunn
Amanda Gunn
Steven Metter
Martin Green
Executive Directors:
David McMahon - Chief
Financial Officer
Other Key Management
Personnel:
Tammie Phillips - Chief
Executive Officer
Robert Ross-Edwards - Chief
Financial Officer
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
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Directors
Fees
$
Non-
monetary
$
Super-
annuation
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
-
46,662
81,315
54,210
80,004
30,000
147,870
188,077
-
-
96,227
432,174
-
292,191
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,016
17,867
9,141
38,024
-
-
-
-
-
-
-
-
-
-
-
-
-
-
46,662
81,315
54,210
80,004
30,000
-
158,886
44,362
250,306
-
44,362
105,368
806,751
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Directors
Fees
$
Non-
monetary
$
Super-
annuation
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
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
820 1,184,820 1,807,850
1,639
96,668
190,725
88,157
80,004
128,640
2,885
587,079
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
David McMahon
CFO
16 April 2019 - Resigned 19 November 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
willful 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.
Vested in 2,000,000 options at $0.028 per option approved by shareholders the AGM
held on 22/1/2021.
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
willful misconduct
Annual remuneration including cash salary, superannuation and non-cash benefits of
$219,000, in addition supplied with a fully maintained vehicle.
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. The
2,000,000 options were granted on 17/6/2020 at a price of $0.05 and a fair value of
$0.037 and remain unvested at 30/6/2021 and expire 31/12/2021.
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Robert Ross-Edwards
CFO
2 December 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
willful misconduct
Annual remuneration including cash salary, superannuation and non-cash benefits of
$198,000.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2021.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Grant date
17/06/2020
Vesting date and
exercisable date
Expiry date
Exercise price at grant date
31/12/2021
$0.050
$0.037
Fair value
per option
Options granted carry no dividend or voting rights.
19
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
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 2021 are set out below:
Name
Nicholas Dower
Jason Gunn
Amanda Gunn
Steven Metter
David McMahon
Tammie Phillips
Number of
options
granted
during the
year
2021
Number of
options
granted
during the
year
2020
Number of
options
vested
during the
year
2021
Number of
options
vested
during the
year
2020
-
-
-
-
-
-
5,000,000
5,000,000
5,000,000
5,000,000
2,000,000
2,000,000
-
-
-
-
2,000,000
-
5,000,000
5,000,000
5,000,000
5,000,000
-
-
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 consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Nicholas Dower
Jason Gunn
Amanda Gunn *
Steven Metter
David McMahon
Tammie Phillips
Martin Green
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
5,500,000
45,171,362
-
5,000,000
33,500
1,250,000
17,756,654
74,711,516
-
-
-
-
-
-
-
-
-
-
-
1,666,667
-
-
19,683,006
21,349,673
(5,500,000)
-
(6,783,862) 38,387,500
-
6,666,667
33,500
1,250,000
37,439,660
(12,283,862) 83,777,327
-
-
-
-
-
*
* All shares are held indirectly by spouse, Jason Gunn
This concludes the remuneration report, which has been audited.
Shares under option
There were no unissued ordinary shares of Oliver's Real Food Limited under option outstanding at the date of this report.
Shares under performance rights
There were no unissued ordinary shares of Oliver's Real Food Limited under performance rights outstanding at the date of
this report.
Shares under retention rights
There were no unissued ordinary shares of Oliver's Real Food Limited under retention rights outstanding at the date of this
report.
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.
Shares issued on the exercise of performance rights
There were no ordinary shares of Oliver's Real Food Limited issued on the exercise of performance rights during the year
ended 30 June 2021 and up to the date of this report.
20
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
Shares issued on the exercise of retention rights
There were no ordinary shares of Oliver's Real Food Limited issued on the exercise of retention rights during the year
ended 30 June 2021 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
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:
General Advice:
Nil (2020: $35,000)
Nil (2020: $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 Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
21
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' report
30 June 2021
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
On behalf of the directors
___________________________
Kimley Wood
Chairman
30 September 2021
22
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Auditor's independence declaration
[This page has intentionally been left blank for the insertion of the auditor's independence declaration]
16
23
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Contents
30 June 2021
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
25
26
27
28
29
65
66
72
The financial statements cover Oliver's Real Food Limited as a consolidated entity 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 consolidated entity'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 2021.
The directors have the power to amend and reissue the financial statements.
17
24
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Revenue
Other income
Total revenue
Expenses
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Impairment of assets
Loss on disposal of assets
Administration expenses
Restructure Costs
Other expenses
Finance costs
Occupancy
Total expenses
Loss before income tax expense
Note
Consolidated
2021
$
2020
$
4
5
28,180,333 28,539,653
5,367,402
3,232,644
33,547,735 31,772,297
(12,294,358)
(15,004,115)
(5,034,145)
2,274,070
(179,748)
(3,498,530)
(625,346)
11
(1,806,215)
(1,791,599)
(37,959,975)
(8,516,919)
(17,285,423)
(5,753,681)
(10,234,134)
(140,673)
(3,831,886)
-
(3,516)
(1,358,742)
(2,063,357)
(49,188,331)
(4,412,240)
(17,416,034)
Income tax expense
6
-
(90,335)
Loss after income tax expense 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
(4,412,240)
(17,506,369)
-
-
(4,412,240)
(17,506,369)
Cents
Cents
Basic earnings per share
Diluted earnings per share
35
35
(1.54)
(1.35)
(6.47)
(6.47)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
25
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Statement of financial position
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Other financial assets
Property, plant and equipment
Right-of-use assets
Intangibles
Other
Total non-current assets
Total assets
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 liabilities
Equity
Issued capital
Reserves
Accumulated losses
Total deficiency in equity
Note
Consolidated
2021
$
2020
$
7
8
9
11
12
13
10
14
11
15
16
17
18
20
16
17
18
19
1,574,649
1,088,774
560,652
210,190
3,434,265
958,303
979,176
1,291,248
277,238
3,505,965
571,531
5,101,927
288,095
6,132,097
21,009,391 20,330,195
2,635,769
124,005
28,868,451 29,510,161
2,037,697
147,905
32,302,716 33,016,126
4,732,585
480,606
2,575,444
430,328
60,525
5,890,117
1,512,355
3,572,852
681,504
102,719
8,279,488 11,759,547
5,057,329
875,000
24,451,942 24,069,582
85,102
510,896
30,075,494 25,540,580
107,683
458,540
38,354,982 37,300,127
(6,052,266)
(4,284,001)
21
22
34,061,382 31,361,382
173,046
(35,818,429)
117,022
(40,230,670)
(6,052,266)
(4,284,001)
The above statement of financial position should be read in conjunction with the accompanying notes
19
26
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Statement of changes in equity
For the year ended 30 June 2021
Consolidated
Issued
capital
$
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total
deficiency in
equity
$
Balance at 1 July 2019
29,810,861
293,724
(18,513,611)
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 36)
Payments for share options
Transfer on exercise of options
Cancelled expired share options
-
-
-
-
-
-
(17,506,369)
-
(17,506,369)
-
440,000
1,110,521
-
1,191,394
-
(1,110,521)
(201,551)
-
-
-
201,551
Balance at 30 June 2020
31,361,382
173,046
(35,818,429)
-
-
-
-
-
-
-
-
-
11,590,974
(17,506,369)
-
(17,506,369)
1,191,394
440,000
-
-
(4,284,001)
Consolidated
Issued
capital
$
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total
deficiency in
equity
$
Balance at 1 July 2020
31,361,382
173,046
(35,818,429)
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:
Contributions of equity, net of transaction costs
(note 21)
Share-based payments (note 36)
Cancelled expired share options
-
-
-
-
-
-
(4,412,240)
-
(4,412,240)
2,700,000
-
-
-
51,524
(107,549)
-
-
-
Balance at 30 June 2021
34,061,382
117,021
(40,230,669)
-
-
-
-
-
-
-
-
(4,284,001)
(4,412,240)
-
(4,412,240)
2,700,000
51,524
(107,549)
(6,052,266)
The above statement of changes in equity should be read in conjunction with the accompanying notes
20
27
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Statement of cash flows
For the year ended 30 June 2021
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)
Consolidated
Note
2021
$
2020
$
30,986,163
30,759,626
(36,976,319) (32,014,120)
(6,216,693)
2,353
-
(1,781,471)
5,167,402
-
(1,027,957)
4,197
231,049
(1,086,133)
1,276,000
550,000
Net cash used in operating activities
34
(2,828,409)
(52,844)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
Payments for security deposits
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
Repayments of finance leases
Repayment of borrowings
Net cash from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
13
14
21
(133,391)
(133,769)
(307,336)
385,559
(189,182)
(40,866)
-
227,500
(188,937)
(2,548)
2,700,000
5,068,404
(2,222,718)
(1,410,488)
440,000
710,849
(1,618,032)
(63,226)
4,135,198
(530,409)
1,117,852
456,797
(585,801)
1,042,598
Cash and cash equivalents at the end of the financial year
7
1,574,649
456,797
The above statement of cash flows should be read in conjunction with the accompanying notes
21
28
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
The following new or amended accounting standards have been adopted by the Group:
AASB 2020-4 – Amendments to Australian Accounting Standards – Covid-19-Related Rent Concessions
As a result of the coronavirus (Covid-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 Group 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 Group have recognised an income
of $690,785 ($496,846 - 2020) 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 Group has applied the practical expedient.
The following new or amended accounting standards have been adopted by the Group:
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 did not significantly impact the disclosures in the financial report of the Group.
The following new or amended accounting standards have not been adopted by the Group
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 Group.
22
29
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
Going concern
Oliver's Real Food Limited
Notes to the financial statements
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.
30 June 2021
As disclosed in the Preliminary Financial Results, the consolidated entity has experienced operating losses of
$4,412,070 (after taking into account $2,214,070 of impairment writebacks, with an decrease in cash flows from
Note 1. Significant accounting policies (continued)
operating activities of $2,828,409.
As at 30 June 2021, the consolidated statement of financial position reflected an excess of current liabilities current
Going concern
assets of $4,845,223.
over
These factors, indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as
The financial statements have also been prepared on a going concern basis, which contemplates continuity of normal
a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal course of
business activities and the realisation of assets and the discharge of liabilities in the normal course of business.
business and at the amounts in the financial report.
As disclosed in the Preliminary Financial Results, the consolidated entity has experienced operating losses of
Oliver's Real Food Limited
$4,412,070 (after taking into account $2,214,070 of impairment writebacks, with an decrease in cash flows from
The directors believe that the consolidated entity will be able to continue as a going concern, consideration of the
Directors' report
operating activities of $2,828,409.
following factors:
30 June 2021
As at 30 June 2021, the consolidated statement of financial position reflected an excess of current liabilities current
Restructured Funding
assets of $4,845,223.
Matters subsequent to the end of the financial year
Two of the Company’s major shareholders have provided a temporary overdraft facility for a sum of unsecured, interest at
Two of the Company’s major shareholders have provided a temporary overdraft facility for a sum of $500k, unsecured,
These factors, indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as
4.0% per annum and with a repayment date of 30 September 2021. This facility had secured the approval of the Group’s
interest at 4.0% per annum and with a repayment date of 30 September 2021. This facility had secured the approval of the
a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal course of
major lenders, PURE Asset Management, who have been working with the Group in challenging times to ensure its survival
group’s major lenders, PURE Asset Management, who have been working with the group in these challenging times to
business and at the amounts in the financial report.
as both they and the major shareholders remain confident Oliver’s financial success once the lockdowns end. The overdraft
ensure its survival as both they and the major shareholders remain confident as to Oliver’s financial success once the
facility was designed purely to combat the financial losses stemming from the numerous and extended lockdowns.
The directors believe that the consolidated entity will be able to continue as a going concern, consideration of the
lockdowns end. The overdraft facility was designed purely to combat the financial losses stemming from the numerous,
following factors:
and extended, lockdowns.
As per the OLI announcement on 24 September 2021, the Company is pleased to announce that an agreement has been
reached between PURE Asset Management and OLI's two leading shareholders, Michael & Suzanne Gregg and Gelba Pty
Restructured Funding
As per the OLI announcement on 24 September 2021.The Company is pleased to announce that an agreement
Ltd (an entity of which OLI Director, Mr Martin Green, is a Director and minority shareholder).
Two of the Company’s major shareholders have provided a temporary overdraft facility for a sum of unsecured, interest at
has been reached between PURE Asset Management and OLI's two leading shareholders, Michael and Suzanne Gregg
4.0% per annum and with a repayment date of 30 September 2021. This facility had secured the approval of the Group’s
PURE $5.0m loan facility to be assigned to these two major shareholders. It is expected that the assignment will occur
and Gelba Pty Ltd (an entity of which OLI Director, Mr Martin Green, is a Director and minority shareholder) for the
major lenders, PURE Asset Management, who have been working with the Group in challenging times to ensure its survival
on or around 30 September 2021.
PURE $5.0m loan facility to be assigned to these two major shareholders. It is expected that the assignment will occur
as both they and the major shareholders remain confident Oliver’s financial success once the lockdowns end. The overdraft
on or around 30 September 2021.
facility was designed purely to combat the financial losses stemming from the numerous and extended lockdowns.
Following the assignment, the terms of the loan will be modified as follows: -
As per the OLI announcement on 24 September 2021, the Company is pleased to announce that an agreement has been
Amount:
$5.0m
reached between PURE Asset Management and OLI's two leading shareholders, Michael & Suzanne Gregg and Gelba Pty
Term:
24 months from assignment date
Ltd (an entity of which OLI Director, Mr Martin Green, is a Director and minority shareholder).
6% (linked to the 90 days BBSY) and reviewed quarterly
Interest Rate:
PURE $5.0m loan facility to be assigned to these two major shareholders. It is expected that the assignment will occur
Interest Paid:
Quarterly in arrears
on or around 30 September 2021.
Covenant:
None
In full 24 months from assignment date
Repayment:
Early repayment will not incur fees
As per PURE loan agreement, namely first ranking security over assets of the Company and
its subsidiaries.
Security:
In addition, the same two leading shareholders will provide an additional loan facility
after
over
$500k,
these
as
to
after
for
$500k,
the
these
as
to
for
the
Facility:
Amount:
Term:
Interest Rate:
Interest Paid
Purpose:
Covenant:
This change in facilities provides the business with effectively $2m in additional working capital and reduced interest
Draw Down:
rate by approximately 45%.
Repayment:
The reduced interest rate will increase profitability by over $150k per annum including the additional facilities. This will
Security:
also effect future impairments, as the effect of the interest rate reduction on WACC (Weighted Average Cost
of Capital) will be reduced by 2% per annum, which will increase the present value of cashflows, which will further
reduce impairments by as much $800k.
Warrants:
Revolving line of Credit
$1.5m (note $500k already advanced in August 2021 and currently at 4% interest)
24 months
6% (linked to the 90 days BBSY) and reviewed quarterly
Calculated daily and paid monthly
To support the Company's working capital requirements due to Covid-19 lockdown restrictions
None
As funds are needed
In full after 24 months
Unsecured initially, however, should security be requested, company would require
shareholder approval under listing rule 10.1 to grant security.
There is no change in the 47,500,000 warrants held by Pure Asset Management and
approved by shareholders, all terms remain the same.
This change in facilities provides the business with effectively $2m in additional working capital and reduced interest
23
rate by approximately 45%.
The reduced interest rate will increase profitability by over $150k per annum including the additional facilities. This will
also effect future impairments, as the effect of the interest rate reduction on WACC (Weighted Average Cost
of Capital) will be reduced by 2% per annum, which will increase the present value of cashflows, which will further
reduce impairments by as much $800k.
23
30
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
Government Grants
Oliver's Real Food Limited has qualified
NSW Job Saver Payments were received in September and with rental relief payments which will assist funding operations.
for NSW government Small Business Hardship Grant and
Forecast and Restructure Model
Cash flow forecasts prepared by management demonstrate the Group’s on-going ability to generate a positive cash inflow
from operating activities.
The structural changes made to the business in 2020-21, which has reduced overheads by over $4m per annum,
should allow the business post Covid-19 to generate profit and cash.
The exact impact on our activities for the remainder of 2021 and thereafter cannot be predicted, but based on the
rest of the world opening up, the National and the NSW and Victorian Covid-19 Roadmaps, Oliver's is forecasting not
to return to normal operating revenues until December 2021. The 2022 year is about building growth in the
stores, with a variety of programs for improving the customer experience, new menus and marketing programs, as
customers return to the roads. The impacts of Covid-19 on the Group have resulted in using these road maps to
model the carrying values in all cash generating units
impairment
were also challenged by sensitivity testing.
Refer Note 24.
inherently captures probable and possible impacts of Covid-19 experienced by the Group, these
the scenario modelling used
(CGU’s). Whilst
testing
for
Covid-19 Impact on Oliver's Real Food Limited
The Covid-19 pandemic has continued unabated through the entire 2021 year, with a significant number of
cases, massive media attention, and border closures. 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, Oliver's has had to close its majority of stores, depending on the location of the
store. At times, some of these stores could open, and then some could only open for take-away. The negative impact on
revenues continued throughout the year as people stayed home and did not or could not travel or eat out due to (State)
government regulations.
● The reduction of economic activity and the requirement to close our stores meant employees were stood down or had
their hours reduced, most at relatively short notice, itself creating a myriad of challenges for management as it negotiated
between the various border closures and differing rules in each State. The Company continued its Job Keeper registration
until that ceased and during the 2021 year, the Group received further Government subsidies and some rental relief. The
Group has successfully applied for the more recent NSW State government subsidies which will assist in alleviating the
financial strain on the business.
l
As a result of these effects our cumulative revenue for the 2021 financial year was approximately $6m, or 21%, lower
than our 2019 (pre Covid-19) revenues in the same period, with the 2020 revenues being $5m lower, or
17%, compared to 2019. So the impact of Covid-19 has been substantial.
l
The Group’s liquidity has been negatively impacted, which required us to obtain additional funding from our
major shareholders by obtaining a temporary overdraft facility of $500k in August 2021 and the $1.5m revolving line of
credit, referred to above, to enable the Group to meet its future liquidity needs. The revolving line of credit replaces the
temporary overdraft.
l
In the 2020 financial year, and primarily due to the outlook governed by Covid-19, the Group incurred write-offs due
to impairments. In the 2021 financial year however, OLI has turned this around due to a more positive outlook
for the Group and has
Sheet, Leasehold Improvements had a write-back of $465k (2020: Write-down $1.2m), Plant and Equipment write-back of
$219k (2020: write-down $0.5m), Right of Use Assets write-back of $1.6m (2020: write-down $6.1m), and
Intangible assets write-back of $Nil (2020: write-down $2.4m). These are not trading losses but asset value
write-backs/write-offs in accordance with Accounting Standards, and reflect in the net loss of the Group as at 30 June
2021 and 2020.
fact made several write-backs
Impairments. Consequently on
its Balance
to
in
l
Due to the Covid-19, the exact impact on our activities for the remainder of 2021 and thereafter cannot be predicted,
but based on the National and the NSW and Victorian Covid-19 Roadmaps, Oliver's has allowed in its forecast not to return
to normal operating revenues until December 2021. As a result Oliver's may have to raise further capital from the market. At
this time, because the timing of this and the amount likely to be required is uncertain, the Board has not progressed this
matter at the date of this report.
24
31
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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').
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.
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 consolidated entity'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 consolidated entity
only. Supplementary information about the parent entity is disclosed in note 31.
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 2021 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 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity 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 consolidated entity. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity 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 consolidated entity.
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 consolidated entity 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
consolidated entity 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.
25
32
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
Revenue recognition
The consolidated entity recognises revenue as follows:
e
that reflects
is recognised at an amount
the consolidated entity
to be entitled in exchange for transferring goods or services to a customer. For each contract with
contract with a
Revenue from contracts with customers
Revenue
is expected
identifies
a customer, the consolidated entity:
performance obligations
contract; determines
the
estimates of variable consideration and the time value of money; allocates the transaction price
separate performance obligations on
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.
th transaction price which takes into account
the
the relative stand-alone selling price of each distinct
the consideration
the basis of
customer;
to which
identifies
the
the
to
in
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.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable
to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
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.
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 consolidated entity'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 consolidated entity'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.
33
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
Cash and cash equivalents
Cash and cash equivalents includes 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 consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days
overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
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
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at 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 consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance
depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial
instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable
information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable
to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where
it is determined that credit risk has increased significantly, the loss allowance is based 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.
27
34
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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. Land is not depreciated.
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 & 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.
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
consolidated entity. 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 consolidated entity 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 consolidated entity 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.
28
35
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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.
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.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the
financial year 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 consolidated entity'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.
29
36
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past
event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
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 consolidated entity 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.
30
37
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
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 consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity 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.
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.
31
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 1. Significant accounting policies (continued)
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 consolidated entity for the annual reporting period ended 30 June 2021.
The consolidated entity 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 consolidated entity 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 Group. 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 consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. 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 consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the
accounting policy stated in note 1. The recoverable amounts of 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 Note 24.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible
assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that
may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves
fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and
assumptions.
32
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 2. Critical accounting judgements, estimates and assumptions (continued)
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it
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. 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.
is
The
Sales forecast and store re-openings
Refer to Note 1, Going Concern and Notes 24 and 33.
Note 3. Operating segments
Identification of reportable operating segments
During the year a thorough review was undertaken by senior management on the ongoing structure of the business. As a
result of that review it was decided that the Food To Go was a valuable part of the Quick Service Restaurants (QSR) that
operates in Oliver's 24 stores and also sold to EG Fuels. As a result of the restructure the Group will no longer be selling
directly to EG Fuels, but controls the product selection, recipes, product quality and branding under strict contractual
arrangements. Accordingly there is one operating segment.As a result Oliver's Real Foods receive a royalty.
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.
Therefore it is included in the QSR segment in the current year and in future years.
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.
33
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 4. Revenue
Revenue from contracts with customers
Revenue from sale of goods
Other revenue
Rent
Interest received
Other revenue
Revenue
Note 5. Other income
Government concessions
Olivers Food to Go Licence Fee
Rent concessions
Miscellaneous income*
Other income
Consolidated
2021
$
2020
$
28,096,223 28,520,885
7,200
2,353
74,557
84,110
7,800
4,198
6,770
18,768
28,180,333 28,539,653
Consolidated
2021
$
2020
$
4,433,773
-
690,785
242,844
2,004,750
500,000
496,846
231,048
5,367,402
3,232,644
* In 2021 included a writeback of a loan of $200,000 that was considered Statute Barred, as no contact for over 6 years
(refer Note 16).
In 2020 included receipt of recovery of $175,000 of funds that had been previously misappropriated.
Note 6. Income tax expense
Income tax expense
Adjustment recognised for prior periods
Aggregate income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 26% (2020: 27.5%)
Adjustment recognised for prior periods
Current year tax losses and temporary differences not recognised
Income tax expense
Consolidated
2021
$
2020
$
-
-
90,335
90,335
(4,412,240)
(17,416,034)
(1,147,182)
(4,789,409)
-
1,147,182
90,335
4,789,409
-
90,335
34
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 7. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
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 16)
Balance as per statement of cash flows
Note 8. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables*
Consolidated
2021
$
2020
$
123,062
1,451,587
18,620
939,683
1,574,649
958,303
1,574,649
-
958,303
(501,506)
1,574,649
456,797
Consolidated
2021
$
2020
$
969,934
(49,900)
920,034
177,716
(45,273)
132,443
168,740
846,733
1,088,774
979,176
* In 2021 Other receivables was made up of sale of equipment to suppliers on terms of 12 and 24 months.
In 2020 Other receivable was made up of outstanding Jobkeeper payments.
Allowance for expected credit losses
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Consolidated
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
Carrying amount
2020
$
2021
$
Allowance for expected
credit losses
2021
$
2020
$
691,215
143,213
210,387
93,859
925,475
4,791
26,469
67,714
-
-
-
49,900
-
-
-
45,273
1,138,674
1,024,449
49,900
45,273
35
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 9. Inventories
Current assets
Stock in transit - at cost
Stock on hand - at cost
Note 10. Right-of-use assets
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
Consolidated
2021
$
2020
$
-
560,652
1,192
1,290,056
560,652
1,291,248
Consolidated
2021
$
2020
$
61,355
(21,091)
40,264
888,409
(212,923)
675,486
31,254,067 28,904,714
(3,182,631)
(6,107,334)
20,969,127 19,614,749
(5,766,988)
(4,517,952)
-
-
-
53,408
(13,448)
39,960
21,009,391 20,330,195
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 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
Transfers In from PPE
Disposals
Impairment of assets
Re-measurement of leases
Depreciation expense
Commercial
Leases
Motor
Vehicles
$
$
Equipment
Hire
$
Total
$
-
510,896
32,845,475
(95,566)
(6,107,333)
(4,249,286)
(3,289,437)
19,614,749
-
-
1,589,382
2,736,325
(2,971,329)
-
788,630
-
-
-
-
(113,144)
675,486
(9,047)
(504,363)
-
-
(121,812)
-
-
-
1,299,526
53,407 32,898,882
(95,566)
(6,107,333)
(4,249,286)
(3,416,028)
-
-
-
(13,447)
39,960 20,330,195
4,943
13,990
(541,141)
(36,778)
1,589,382
-
2,736,325
-
(3,110,313)
(17,172)
Balance at 30 June 2021
20,969,127
40,264
- 21,009,391
36
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 11. Other
Current assets
Prepayments
Other current assets
Non-current assets
Rental bonds
Note 12. Other financial assets
Non-current assets
Term deposits
Note 13. 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
Consolidated
2021
$
2020
$
210,190
-
271,875
5,363
210,190
277,238
147,905
124,005
358,095
401,243
Consolidated
2021
$
2020
$
571,531
288,095
Consolidated
2021
$
2020
$
426,955
426,955
7,190,824
(2,262,921)
(1,892,945)
3,034,958
7,755,802
(1,760,338)
(2,841,730)
3,153,734
5,708,257
(2,823,422)
(1,269,061)
1,615,744
6,807,816
(3,056,681)
(1,637,065)
2,114,070
69,621
(45,381)
24,240
955,419
(518,081)
437,338
5,101,927
6,132,097
37
44
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 13. Property, plant and equipment (continued)
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 2019
Additions
Disposals
Reclassification of assets
Impairment of assets
Transfers out
Depreciation expense
Balance at 30 June 2020
Additions
Disposals
Impairment of assets
Transfers out
Depreciation expense
Land &
Buildings
Leasehold
Improvements
Plant &
Equipment
Motor
Vehicles
$
$
$
$
Total
$
496,913
-
(69,958)
-
-
-
-
426,955
-
-
-
-
-
5,308,522
2,495
(193,018)
10,502
(1,179,202)
(241,822)
(553,743)
3,153,734
14,916
(56,563)
465,552
-
(542,681)
3,149,615
186,687
(95,204)
40,152
(452,147)
-
(715,033)
2,114,070
118,475
(260,661)
219,137
-
(575,247)
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)
437,338
-
(348,083)
-
9,047
(74,062)
6,132,097
133,391
(665,307)
684,689
9,047
(1,191,990)
Balance at 30 June 2021
426,955
3,034,958
1,615,774
24,240
5,101,927
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
Consolidated
2021
$
2020
$
426,955
426,955
426,955
426,955
38
45
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 14. Intangibles
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
Consolidated
2021
$
2020
$
2,133,516
(2,133,516)
-
2,133,516
(2,133,516)
-
610,576
(110,576)
500,000
610,576
(110,576)
500,000
190,575
(139,523)
(51,052)
-
333,830
(133,522)
(200,308)
-
190,575
(139,523)
(51,052)
-
333,830
(133,522)
(200,308)
-
984,882
(669,688)
315,194
851,113
(420,894)
430,219
3,258,000
(2,035,497)
1,222,503
3,258,000
(1,552,450)
1,705,550
2,037,697
2,635,769
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Goodwill
Patents &
Trademarks
Computer
Software
Customer
Relationshi
p
Brands & IP
Reacquired
Rights
Consolidated
$
$
$
$
$
$
Total
$
Balance at 1 July 2019
Additions
Impairment of assets
Write off of assets
Amortisation expense
2,133,516
-
(2,133,516)
-
-
66,200
-
(51,052)
-
(15,148)
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
Additions
Amortisation expense
Balance at 30 June 2021
-
-
-
-
-
-
-
-
430,219
133,769
(248,794)
500,000
-
-
- 1,705,550 2,635,769
133,769
-
-
(731,841)
(483,047)
-
315,194
500,000
- 1,222,503 2,037,697
39
46
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 15. Trade and other payables
Current liabilities
Trade payables
Accrued Expenses
GST payable
Other payables
Refer to note 25 for further information on financial instruments.
Note 16. Borrowings
Current liabilities
Bank overdraft
Bank loans
Loan from third party **
Safety Factor Aviation Pty L:td (Previously related party loan) *
Insurance premium funding ***
Non-current liabilities
Bank loans
Loan - Pure Asset Management.
Pure Asset Management Borrowing Costs
Consolidated
2021
$
2020
$
1,959,458
576,093
513,258
1,683,776
2,219,075
767,727
720,411
2,182,904
4,732,585
5,890,117
Consolidated
2021
$
2020
$
-
-
-
337,202
143,404
501,506
100,000
200,000
481,630
229,219
480,606
1,512,355
-
5,132,329
(75,000)
875,000
-
-
5,057,329
875,000
5,537,935
2,387,355
Refer to note 25 for further information on financial instruments.
* Safety Factor Aviation Pty Ltd is 100% owned by Jason Gunn (who resigned as chairman on 3 March 2021. Accordingly,
from this date it is no longer a related party). The terms and conditions of the loan are - Interest is at 6% per annum.
Repayment is only permitted on following conditions:
(i) the repayment occurs on or after 1 July 2021;
(ii) the Debtor has recorded a positive net profit after tax during the two calendar quarters prior to the quarter in which the
repayment is to be made; and
(iii) no Default or Review Event (as those terms are defined in the Senior Facility Agreement) is continuing or expected to
occur (in the opinion of the Senior Creditor, acting reasonably);
(iv) all payment made must have the prior written consent of the Senior Creditor, being Pure Asset Management.
** Loan from third party is interest free and has no specific repayment date. Following legal advice the loan was written to
Other Income as the loan was considered Statute Barred, as no contact for over 6 years.
*** Premium Funding is payable in monthly installments and carries an interest rate of 3.59%.
40
47
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 16. Borrowings (continued)
Financing arrangements
Total facilities
Bank overdraft
Bank loans
Bank Guarantee facility
Loan - Pure Asset Management.
Used at the reporting date
Bank overdraft
Bank loans
Bank Guarantee facility
Loan - Pure Asset Management.
Unused at the reporting date
Bank overdraft
Bank loans
Bank Guarantee facility
Loan - Pure Asset Management.
Consolidated
2021
$
2020
$
-
-
-
5,132,329
5,132,329
501,506
975,000
400,000
-
1,876,506
-
-
-
5,132,329
5,132,329
501,506
975,000
383,728
-
1,860,234
-
-
-
-
-
-
-
16,272
-
16,272
*
The nominal interest rate on the market rate loan of $1,000,000 (balance as at the date of this report $975,000) was
3.89% per annum and the year of maturity is July 2021. The loans were secured over the Group's all present and
after acquired properties. These loans were fully repaid in September 2020.
The Bank overdraft of $500,000 was put in place as a result of the Group eligibility for JobKeeper and as such having to
cover wages liabilities through the period before receiving the JobKeeper subsidy from the Government. This was a
temporary overdraft and was repaid. The interest rate was 7.68% p.a.
Note 17. Lease liabilities
Current liabilities
Lease liability
Non-current liabilities
Lease liability
Refer to note 25 for further information on financial instruments.
Lease interest expense (included in finance costs) amounted to $1,308,349.
Consolidated
2021
$
2020
$
2,575,444
3,572,852
24,451,942 24,069,582
27,027,386 27,642,434
41
48
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 18. Employee benefits
Current liabilities
Annual leave
Non-current liabilities
Long service leave
Consolidated
2021
$
2020
$
430,328
681,504
107,683
85,102
538,011
766,606
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 consolidated entity does not have an unconditional right to defer
settlement. However, based on past experience, the consolidated entity 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:
Employee benefits obligation expected to be settled after 12 months
107,683
187,330
Consolidated
2021
$
2020
$
Note 19. Provisions
Non-current liabilities
Lease make good
Consolidated
2021
$
2020
$
458,540
510,896
Lease make good
The provision represents the present value of the estimated costs to make good the premises leased by the consolidated
entity 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 - 2021
Carrying amount at the start of the year
Amounts used
Carrying amount at the end of the year
Lease Make
Good
$
510,896
(52,356)
458,540
42
49
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 20. Other liabilities
Current liabilities
Provision for variable rent payable
Note 21. Issued capital
Consolidated
2021
$
2020
$
60,525
102,719
Consolidated
2021
Shares
2020
Shares
2021
$
2020
$
Ordinary shares - fully paid
360,731,917 270,731,917 34,061,382 31,361,382
Movements in ordinary share capital
Details
Date
Shares
$
Balance
Issue of shares on exercise of options
Transfer of share based payment reserve
Balance
Issue of shares via share placement
Issue of shares via share placement
1 July 2019
09 March 2020
250,731,917 29,810,861
440,000
20,000,000
1,110,521
-
30 June 2020
18 March 2021
24 May 2021
270,731,917 31,361,382
1,200,000
40,000,000
1,500,000
50,000,000
Balance
30 June 2021
360,731,917 34,061,382
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.
Share Warrants
The Group has granted two warrant certificates and approved by shareholders 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.
Capital risk management
The consolidated entity'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 consolidated entity 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 consolidated entity 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.
43
50
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 22. Reserves
Share-based payments reserve
Consolidated
2021
$
2020
$
117,022
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.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2019
Share based payments expense
Transfer on exercise of option
Expired share options
Balance at 30 June 2020
Share based payments expense
Expired share options
Balance at 30 June 2021
Share based
payment
reserve
$
Total
$
293,724
1,191,394
(1,110,521)
(201,551)
293,724
1,191,394
(1,110,521)
(201,551)
173,046
51,524
(107,548)
173,046
51,524
(107,548)
117,022
117,022
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 36.
Note 23. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
44
51
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 24. Non financial Assets Impairment
IMPAIRMENT NOTE:
During FY21, impairment writebacks totaling $2.274m have been restored 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 and thereafter is 3%.
Sales Growth used for QLD CGU’s Year 2 and thereafter is 3%.
Sales Growth used for NSW CGU’s Year 2 and thereafter is 3%, with the exception of:
Bulahdelah being 15% in year 2, 10% in year 3 and 3% thereafter due to strong sales performances in 2020 and 2021,
therefore accelerating future growth more than other stores.
Chinderah with 20% Year 2 and 3% thereafter, due to prolonged QLD border shuts in 2020 and 2021, which will bring sales up
to expected levels.
A terminal growth rate of 3% has been used in the calculations.
Cost of sales used in all stores was 36% based on current actual results.
Employment costs used for all CGU’s year 2 and thereafter is 3%.
Future cash flow and profit projections were based on the revised FY22 forecast which was effectively reduced by 1.5% less
than 2021 Covid-19 effective year and 20% less than 2019 the last non Covid-19 effected year.
This has resulted in 14 CGU’s with writeback of impairments of $4,500,875 and impairment of 3 CGU's of $1,177,959.
In addition an impairment of the QLD kitchen of $1,048,847 as the operations of the kitchen has now closed and the facility is
currently being marketed for lease. We have an offer on the facility, should this be successful, this impairment will be written
back.
Non-store assets were reviewed based on a QSR segment basis.
Uncertainty:
There still remains some uncertainty regarding how the Covid-19 pandemic will evolve, however with the rest of the world
opening up and the roadmaps for opening set by both Australian federal and state governments this is very different
circumstances to 2020. The impacts of Covid-19 on the Group have resulted in using these road maps to model 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 Group, 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 Group recognised significant impairment write offs amounting to $6.558m and in 2020 the Group recognised
further impairment of $10.234m. This reduction in carrying values prior to 2021 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 consolidated entity 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 re-measurement of lease liabilities.
The consolidated entity 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 each financial period, the Company is required to assess the carrying value of these assets and this review has resulted in
the writeback of $1.6m of impairment leaving $4.5m of impairment losses relating to Commercial leases.
52
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 24. Non financial Assets Impairment (continued)
Property Plant & 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:
years
years
years
years
Buildings 40
Leasehold improvements 3-15
Plant and equipment 3-7
Plant & Equipment under lease 2-5
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
consolidated entity. 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 writeback for Property,
Plant & Equipment of $1.32m was posted.
This is broken down into the following categories of assets:
Leasehold Improvements $0.95m
$0.37m
Plant & Equipment
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 no change as the asset is fully impaired.
46
53
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 24. Non financial Assets Impairment (continued)
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.
The $0.5m IP amount reflected on the FY20 results relates solely to the Oliver's 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, the asset remains fully impaired.
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 remains fully impaired.
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 $1.3m, however, should
there be a further decline in revenue to the extent of 10%, there would be the need to further impair an additional $2.2m.
This would be distributed proportionally between Property, plant & equipment 40%, and Right of Use assets 60%, however
this may vary depending on the particular stores involved.
Note 25. Financial instruments
Financial risk management objectives
The consolidated entity'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 consolidated entity's overall risk management program focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of
the consolidated entity. The consolidated entity 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 consolidated entity 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 consolidated entity and
appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the
consolidated entity's operating units. Finance reports to the Board on a monthly basis.
Market risk
The consolidated entity is not exposed to any significant foreign currency risk.
47
54
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 25. Financial instruments (continued)
Price risk
The consolidated entity is not exposed to any significant price risk.
Interest rate risk
The consolidated entity's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates
expose the consolidated entity to interest rate risk. Borrowings obtained at fixed rates expose the consolidated entity to fair
value interest rate risk.
For the consolidated entity loans from PURE Asset Management outstanding were $5,132,329 are interest only
payment loans with monthly cash outlays of $44,908 to service the interest payments. (Bank Loans - 2020: $1,476,506
outstanding, they were principal and interest. Monthly cash outlays of approximately $6,500 per month are required
to service the interest payments. The PURE Asset Management Loans are Fixed at 10.5%. An official increase/decrease
in interest rates of 100 basis points (2020: 100 basis points) would have an adverse/favourable effect on profit before tax of
$14,750 (2020: $14,750) per annum, the percentage change is based on the expected volatility of interest rates using
market data and analysts forecasts.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information,
confirming references and setting appropriate credit limits. The maximum exposure to credit risk at the reporting date to
recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the
statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral.
The consolidated entity 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 consolidated entity 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 consolidated entity to maintain sufficient liquid assets (mainly cash and cash
equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The consolidated entity 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
2021
$
2020
$
-
16,272
48
55
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 25. Financial instruments (continued)
Remaining contractual maturities
The following tables detail the consolidated entity'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 - 2021
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Interest-bearing - variable
Other loans
Premium Funding
Interest-bearing - fixed rate
Pure Asset Management loan
Lease liability
Total non-derivatives
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
$
-
-
1,959,458
2,723,127
6.00%
3.59%
337,202
143,404
-
-
-
-
-
-
-
-
-
-
-
-
1,959,458
2,723,127
337,202
143,404
10.50%
3.69%
-
2,450,730
7,613,921
5,132,329
2,465,196
7,597,525
-
5,132,329
5,796,593 15,205,920 25,918,439
5,796,593 15,205,920 36,213,959
-
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 26. 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 Group's key management personnel (KMP) for the year ended 30 June 20201
49
56
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 26. Key management personnel disclosures (continued)
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Consolidated
2021
$
2020
$
724,365
38,024
-
44,362
587,079
35,131
820
1,184,820
806,751
1,807,850
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.
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 27. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Bishop Collins Audit Pty Ltd, the
auditor of the company:
Audit services - Bishop Collins Audit Pty Ltd
Audit or review of the financial statements
Other services - Bishop Collins Audit Pty Ltd
Other services
Other services - Bishop Collins Pty Ltd
Taxation return
General advice
Consolidated
2021
$
2020
$
185,000
205,000
-
-
-
-
-
16,000
-
35,000
1,000
52,000
185,000
257,000
Note 28. Contingent liabilities
The consolidated entity has given bank guarantees as at 30 June 2021 of $571,531 (2020: $383,728) to various landlords.
50
57
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 29. Commitments
Capital commitments
Committed at the reporting date but not recognised as liabilities, payable:
Intangible assets
Note 30. Related party transactions
Parent entity
Oliver's Real Food Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 32.
Consolidated
2021
$
2020
$
-
88,430
Key management personnel
Disclosures relating to key management personnel are set out in note 26 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Payment for other expenses:
Interest paid to other related party
Consolidated
2021
$
2020
$
24,843
31,470
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 *
Consolidated
2021
$
2020
$
337,202
481,630
*
The Group has a loan of $337,202 from Safety Factor Aviation Pty Ltd, a Company solely owned by Mr. Jason Gunn.
The terms of this loan are set out in Note 16. The loan is secured. On 4 March 2021 Jason Gunn resigned as
chairman and is no longer is a related party.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
51
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 31. Parent entity information
Set out below is the supplementary information about the parent entity.
In 2021 due to the restructure the parent company Oliver's Real Food Limited has become the operating company for
the entire business, thus the dramatic change from 2020 where we had over 30 operating companies.-
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
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 - in equity)
Parent
2021
$
2020
$
(4,412,240)
(3,020,699)
(4,412,240)
(3,020,699)
Parent
2021
$
2020
$
3,434,265
864,188
32,302,716
28,301,732
8,279,488
6,692,477
38,354,982
7,174,107
34,061,382
117,022
(40,230,670)
30,340,964
173,046
(9,386,385)
(6,052,266)
(21,127,625)
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 2021 and 30 June 2020.
Contingent liabilities
The consolidated entity has given bank guarantees as at 30 June 2021 of $383,728 (2020: $383728) to various landlords
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June 2020.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, 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.
52
59
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 32. Interests in subsidiaries
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 (Deregistered)
Coonalpyn Properties Pty Ltd (Deregistered)
Farm Gate Market Direct Pty Ltd (Deregistered)
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 (Deregistered)
Oliver's Ballarat Pty Ltd
Oliver's Bulahdelah Pty Ltd
Oliver's Calcoffs Pty Ltd (Deregistered) on 19 May
2021 Oliver's Chinderah Pty Ltd
Oliver's Coffs Pty Ltd
Oliver's Coomera Pty Ltd (Liquidated 20.04.2020)
Oliver's Coonalpyn Pty Ltd (Deregistered)
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 (Deregistered)
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 (Deregistered)
Oliver's Horshan Pty Ltd (In Liquidation)
Oliver's Kelso Pty Ltd (Deregistered)
Oliver's Lithgow Pty Ltd
Oliver's Maitland Road Pty Ltd
Oliver's Maryborough Pty Ltd
Oliver's Merino Pty Ltd
Oliver's National Marketing Pty Ltd (Deregistered)
Oliver's Officer Inbound Pty Ltd
Oliver's Officer Outbound Pty Ltd
Oliver's Organic Farming Pty Ltd (Deregistered)
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 (Deregistered)
Oliver's Shepparton Pty Ltd (Deregistered)
Oliver's Sutton Forest Pty Ltd (Deregistered)
Oliver's Wallan Northbound Pty Ltd
Oliver's Wallan Southbound Pty Ltd
Oliver's Westgate Pty Ltd (Deregistered)
Oliver's Wyong Northbound Pty Ltd
Oliver's Wyong Northbound Pty Ltd
Retail Technology Services Pty Ltd
Principal place of business /
Country of incorporation
Ownership interest
2020
2021
%
%
-
-
-
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%
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%
53
60
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 32. Interests in subsidiaries (continued)
Name
Revilo's Pty Ltd (Deregistered)
Silver Dog Pty Ltd
Slacks Creek Pty Ltd (Deregistered)
The Delicious & Nutritcious Food Co Pty Ltd
(Deregistered)
Note 33. Events after the reporting period
Principal place of business /
Country of incorporation
Ownership interest
2020
2021
%
%
-
100.00%
-
-
100.00%
100.00%
100.00%
100.00%
Two of the Company’s major shareholders have provided a temporary overdraft facility for a sum of $500k, unsecured,
interest at 4.0% per annum and with a repayment date of 30 September 2021. This facility had secured the approval of
the Group’s major lenders, PURE Asset Management, who have been working with the Group in these challenging times
to ensure its survival as both they and the major shareholders remain confident as to Oliver’s financial success once the
lockdowns end. The overdraft facility was designed purely to combat the financial losses stemming from the numerous
and extended lockdowns.
As per the OLI announcement on 24 September 2021, the Company is pleased to announce that an in-principle
agreement has been reached between PURE Asset Management and OLI's two leading shareholders, Michael &
Suzanne Gregg and Gelba Pty Ltd (an entity of which OLI Director, Mr Martin Green, is a Director and minority
shareholder) for the PURE A$5.0m loan facility to be assigned to these two major shareholders. It is expected that the
assignment will occur on or around 30 September 2021.
Following the assignment, the terms of the loan will be modified as follows: -
Amount:
Term:
Interest Rate:
Interest Paid:
Covenant:
Repayment:
Draw Down:
Security:
$5.0m
24 months from assignment date
6% (linked to the 90 days BBSY) and reviewed quarterly
Quarterly in arrears
None
In full 24 months from assignment date
Early repayment will not incur fees
As funds are needed
As per PURE loan agreement, namely first ranking security over assets of the Company and
its subsidiaries.
In addition, the same two leading shareholders will provide an additional loan facility
Facility:
Amount:
Term:
Interest Rate:
Interest Paid
Purpose:
Covenant:
Security:
Warrants:
Revolving line of Credit
$1.5m (note $500k already advanced in August 2021 and currently at 4% interest)
24 months
6% (linked to the 90 days BBSY) and reviewed quarterly
Calculated daily and paid monthly
To support the Company's working capital requirements due to Covid-19 lockdown restrictions
None
Unsecured initially, however, should security be requested, company would require shareholder
approval under listing rule 10.1 to grant security.
There is no change in the 47,500,000 warrants held by Pure Asset Management and approved
by shareholders, all terms remain the same.
54
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 33. Events after the reporting period (continued)
Covid-19 Impact on Oliver's Real Food Limited
The Covid-19 pandemic has continued unabated through the entire 2021 year, with a significant number of cases,
massive media attention, and border closures. 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, Oliver's has had to close its entire network of stores, the three warehouses and two
kitchens for various periods, depending on the location of the store. At times, some of these stores could open, and then
some could only open for take-away. The negative impact on revenues continued throughout the year as people stayed
home and did not or could not travel or eat out due to (State) government regulations.
● The reduction of economic activity and the requirement to close our stores meant employees were stood down or had
their hours reduced, most at relatively short notice, itself creating a myriad of challenges for management as it negotiated
between the various border closures and differing rules in each State. The Company continued its Job Keeper registration
until that ceased and during the 2021 year, the Group received further Government subsidies and some rental relief. The
Group has successfully applied for the more recent NSW State government subsidies which will assist in alleviating the
financial strain on the business.
l
As a result of these effects our cumulative revenue for the 2021 financial year was approximately $6m, or 21% lower,
than our 2019 (pre Covid-19) revenues in the same period, with the 2020 revenues being $5m, lower or
17%, compared to 2019. So the impact of Covid-19 has been substantial and the longer the lockdowns endure, the
more the current revenue figures will drop.
l
The Group’s liquidity has been negatively impacted, which required us to obtain additional funding from our
major shareholders by obtaining a temporary overdraft facility of $500k in August 2021 and the $1.5m revolving line of
credit, referred to above, to enable the Group to meet its future liquidity needs.
l
In the 2020 financial year, and primarily due to the outlook governed by Covid-19, the Group incurred write-offs due
to impairments. In the 2021 financial year however, OLI has turned this around due to a more positive outlook for the
Group and has in fact made several write-backs to Impairments. Consequently on its Balance Sheet, Leasehold
Improvements had a write-back of $465k (2020: Write-down $1.2m), Plant and Equipment write-back of $219k (2020: write-
down $0.5m), Right of Use Assets write-back of $1.6m (2020: write-down $6.1m), and Intangible assets write-back of
$Nil (2020: write-down $2.4m). These are not trading losses but asset value write-backs/write-offs in accordance
with Accounting Standards, and reflect in the net loss of the Group as at 30 June 2021 and 2020.
l
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
2022. The exact impact on our activities in the remainder of 2021 and thereafter cannot be predicted, but based on the
to normal
National and the NSW and Victorian Covid-19 Roadmaps, Oliver's
operating revenues until December 2021. As a result Oliver's may have to raise further capital from the market. At this
time, because the timing of this and the amount likely to be required is uncertain, the Board has not progressed this matter
at the date of this report.
We also refer to note 1 Going concern.
is not expecting
return
to
Wyong HO Facility
The Wyong Head Office Facility Lease was leased to a 3rd party and the Oliver's lease surrendered effective 1 September
2021. This releases the company from any future liabilities in relation to the lease.
The Brisbane Kitchen Facility
The Brisbane Kitchen Facility has been vacant since 30 June 2021. Management has reached an understanding
to lease the building to a third party and the Oliver's lease surrendered. We expect this to documented and
signed by mid October 2021. This will release the company from any future liabilities and in addition over $1.0m
of impairments will be written back.
55
62
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 33. Events after the reporting period (continued)
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect
the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
Note 34. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax expense for the year
(4,412,240)
(17,506,369)
Consolidated
2021
$
2020
$
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)
Impairment of right of use assets
Vendor loan statute barred
Other
Change in operating assets and liabilities:
Increase in trade and other receivables
Increase in trade and other receivables
Decrease in inventories
Decrease in inventories
Decrease/(increase) in prepayments
Decrease/(increase) in prepayments
Decrease in other operating assets
Decrease in other operating assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in trade and other payables
Increase/(decrease) in employee benefits
Increase in employee benefits
Decrease in other operating liabilities
Increase/(decrease) in other operating liabilities
Net cash used in operating activities
Note 35. Loss per share
5,034,145
(684,689)
-
-
179,747
(56,023)
-
(1,589,382)
(200,000)
5,753,681
1,631,349
2,133,516
361,936
140,673
1,191,394
(495,841)
6,107,333
-
-
30,821
(109,598)
730,595
67,048
(307,335)
(1,157,532)
(228,595)
(94,550)
(807,256)
351,058
(137,893)
43,127
1,382,047
262,742
(495,162)
(2,828,409)
(52,844)
Consolidated
2021
$
2020
$
Loss after income tax attributable to the owners of Oliver's Real Food Limited
(4,412,240)
(17,506,369)
Weighted average number of ordinary shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares
Warrants
Number
Number
287,385,469 270,731,917
4,000,000
47,500,000
-
-
Weighted average number of ordinary shares used in calculating diluted earnings per share 338,885,469 270,731,917
Basic earnings per share
Diluted earnings per share
Cents
Cents
(1.54)
(1.30)
(6.47)
(6.47)
63
OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Notes to the financial statements
30 June 2021
Note 36. Share-based payments
Executive Share Option Plan
On 3 May 2017, 3,700,000 share options were granted to Executives under the Oliver’s Employee Incentive Plan to take
up ordinary shares at an exercise price of $0.30 each. The options are exercisable on or before 26 February 2021. The
options hold no voting or dividend rights and are not transferable.
These options vest over a three year period. Vesting is subject to performance conditions pertaining to earnings forecast
and relative total shareholder return (TSR) being met and the executive is still employed at the end of the vesting period.
The options lapse when an executive ceases his/her employment with the Group.
Set out below are summaries of options granted under the plan:
Number of
options
2021
Weighted
average
exercise price
2021
Number of
options
2020
Weighted
average
exercise price
2020
Outstanding at the beginning of the financial year
Forfeited
Expired
Granted 22 January 2021
300,000
-
(300,000)
2,000,000
$0.000
$0.000
$0.000
$0.028
500,000
(200,000)
-
-
$0.300
$0.300
$0.000
$0.000
Outstanding at the end of the financial year
2,000,000
$0.000
300,000
$0.300
Grant date 3 May 2017
Expiry date 26 February 2021
A total of 300,000 options expired..
2021
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
16/06/2020
31/12/2021
$0.028
-
-
2,000,000
2,000,000
-
-
-
-
2,000,000
2,000,000
The options granted to Directors (20,000,000) had the following terms & conditions attached:
The share price doubled for the $0.022 to $0.044, and
There were 2 consecutive quarters of positive EBITDA
57
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Directors' declaration
30 June 2021
In the directors' opinion:
●
●
●
●
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 consolidated entity's financial position as
at 30 June 2021 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
___________________________
Kimley Wood
Chairman
30 September 2021
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Oliver's Real Food Limited
Independent auditor's report to the members of Oliver's Real Food Limited
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Independent auditor's report to the members of Oliver's Real Food Limited
[This page has intentionally been left blank for the insertion of page five of the independent auditor's report]
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
Oliver's Real Food Limited
Shareholder information
30 June 2021
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:
Ordinary shares
% of total
Options over ordinary
shares
% of total
Number
of holders
shares
issued
Number
of holders
shares
issued
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
42
281
301
1,237
260
-
0.26
0.63
11.20
87.91
2,121
100.00
Holding less than a marketable parcel
520
0.62
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
-
-
-
-
-
-
-
-
-
-
-
-
-
-
MR MICHAEL JOHN GREGG & MRS SUZANNE JANE GREGG
GELBA PTY LIMITED
HAURAKI TRUST COMPANY LIMITED
BUTOF HOLDINGS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
ZANYA NOMINEES PTY LTD (JLS SUPERANNUATION A/C)
SWEET AS DEVELOPMENTS PTY LTD (SWEETMAN MCNICKLE FAMILY A/C)
MR JASON ANTONY GUNN
TWENTY SECOND SEPELDA PTY LTD (THE METTER FAMILY A/C)
CUSTODIAL SERVICES LIMITED (BENEFICIARIES HOLDING A/C)
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
EVACAP PTY LTD (EVANS FAMILY A/C)
MS ANNE LOUISE MATTHEWS
WR SIMPSON NOMINEES PTY LTD (SIMPSON SUPER FUND A/C)
WOLRAM INVESTMENTS PTY LTD (WOLRAM A/C)
GAZELLE BICYCLES AUSTRALIA PTY LTD (GAZELLE BICYCLE AUS SBF A/C)
MR MICHAEL JOHN GREGG
MFA CAPITAL PTY LTD (T & J ADAMS SUPER FUND A/C)
GOLD RETIREMENT PTY LTD (GOLD RETIREMENT FUND A/C)
MRS PAMELA ELIZABETH BROWN
Ordinary shares
% of total
Number held
51,327,516
37,439,660
28,387,500
20,785,318
20,250,000
11,666,667
11,288,572
10,000,000
6,666,667
5,420,155
4,103,091
4,066,666
3,500,000
3,253,025
3,000,000
2,888,363
2,000,000
1,800,000
1,750,000
1,750,000
shares
issued
14.23
10.38
7.87
5.76
5.61
3.23
3.13
2.77
1.85
1.50
1.14
1.13
0.97
0.90
0.83
0.80
0.55
0.50
0.49
0.49
231,343,200
64.13
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OLIVER’S REAL FOOD LIMITED2020/2021 ANNUAL REPORT
OLIVER'S LOCATIONS
NSW
Bankstown
Bass Hill
Belmont
Berkshire Park
Blacktown
Bowral
Brookvale
Bulahdelah
Bulli
Campbelltown
Campbelltown Mall
Cardiff
Charlestown
Chatswood East
Chester Hill
Chipping Norton
Chullora
Coffs Harbour
Cranbrook
Dural
Edgeworth
Emu Heights
Emu Plains
Fairymeadow
Ferry Park
Glenrose
Gosford
Goulburn
Goulburn South
Granville
Greenacre
Gregory Hills
Gundagai
Hexham
Katoomba
Kellyvile Ridge
Kingswood
Kogarah
Lake Munmorah
Lansvale
Leichhardt
Lisarow
Lithgow
Liverpool North
Maitland
Marayong
Marrickville
Minto
Miranda
Moss Vale
Mt Annan
Narellan
Newport
North Liverpool
North Narrabeen
Orange North
Port Macquarie
Prestons
Redfern
Rockdale
Roselands
Rutherford
Silverwater
Spring Farm
Strathfield
Tuggerah North
Turramurra
Umina
Vineyard
Werrington
West Ryde
Windsor
Wollongong West
Woolooware
Wyong North
Wyong South
ACT
Belconnen
Canberra Airport
Canberra Gateway
Conder
Dickson
Gungahlin
Hume
Jerrabomberra
Tuggeranong
VIC
Abbotsford (Fitzroy)
Altona Meadows
Ballarat
Balwyn
Bayswater North
Berwick
Braeside
Bulleen
Camberwell South
Carrum Downs
Clayton
Coburg
Craigieburn Highlands
Cranbourne
Doncaster East
Eastlink Inbound
Eastlink Outbound
Euroa
Frankston
Frankston North
Geelong North
Geelong South
Kennington
Keysborough
Kilsyth
Laverton North
Lucas
Maribynong (Highpoint)
Melton Gateway
Melton South
Mernda
Monbulk
Murrumbeena
Noble Park
North Melbourne
Ocean Grove
Ocean Grove North
Officer
Officer Inbound
Officer Outbound
Pascoe Vale
Peninsularlink Inbound
Peninsularlink Outbound
Ringwood (Eastland)
Rosebud West
Rowville
Rye
Seville
Springvale
St Helena
St. Kilda
Sunbury
Tarniet Gardens
Torquay
Wallan North
Wallan South
Wantirna
Watervale
Werribee
Winter Valley
QLD
Australia Fair (Southport)
Birkdale
Bowen Hills
Browns Plains West
Calamvale
Capalaba
Chinderah
Cornubia
Enoggera
Flagstone
Goodna
Greenbank
Gympie
Gympie South
Helensvale
Holmview
Hope Island
Kallangur
Karalee
Kenmore
Kingston
MacGregor
Mango Hill
Maryborough
Meadowbrook
Mitchelton
Moorooka
Mt Cotton
Northgate
Ormeau
Oxley
Park Ridge
Robina
Runaway Bay
Slacks Creek
Springfield
Tingalpa
Underwood
Victoria Point
Warner
Woodridge
WA
Ellenbrook
Maddington West
Warnbro
Bold denotes restaurant
location
OLIVER’S REAL FOOD LIMITED
2020/2021 ANNUAL REPORT
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