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Oliver’s Real Food LimitedAnnual Report 2021/2022
Oliver's Real Food Limited
ABN 33 166 495 441
Annual Report - 30 June 2022
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Oliver's Real Food Limited
Contents
30 June 2022
Chairman's letter
Chief Executive Officer's letter
Directors' report
Auditor's independence declaration
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
Oliver's locations
Corporate directory
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Oliver's Real Food Limited
Chairman's letter
30 June 2022
Trading conditions remained difficult in the 12
months to June 30, 2022, as the Company sought
to overcome the impact of COVID-19 on the
business.
Despite the tough environment, the Board and
management team are optimistic about the future
and our attention has turned to recovery and
continual improvement across our current store
network.
Apart from COVID-19, Oliver’s has also grappled
with other issues since the Company was listed
on the ASX in June 2017. In March 2021, the
Company’s financial viability was hampered by
structural challenges on three fronts:
An in-house operating model with high fixed
costs from staffing and managing our kitchens
and logistics.
Underperforming stores, particularly in
Victoria, which were running at a loss.
The unsustainable losses incurred servicing
the EG Food to Go business.
I am pleased to advise that over the last 18
months, the Company has dealt with all three of
these challenges. We now have a reconfigured
16-store network and a Food to Go arrangement
with EG, both capable of generating a cash profit.
That we successfully dealt with these issues
during tough trading conditions brought on by
COVID restrictions is a testament to all involved. I
particularly acknowledge the efforts of our Chief
Executive Officer Tammie Phillips and the
management team to achieve this outcome.
Unfortunately, we have farewelled many loyal,
hard-working staff over the last 18 months due to
the operational restructure and store
rationalisation program. I take this opportunity to
thank them for their contribution and wish them
every success in their future endeavours.
In April 2022, our previous Chairman, Kim Wood,
resigned from the Board, and I assumed the role
of Chairman. Whilst Kim's tenure was relatively
brief, he provided sound commercial advice, and
his leadership during a difficult period is
acknowledged. I thank him for his contribution.
Kathryn Gregg replaced Kim, and being a
representative of the Gregg family, our largest
shareholder, demonstrates the Gregg family's
ongoing commitment to Oliver’s.
On behalf of all shareholders, I would like to thank
our lenders for their continued financial support.
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Martin Green
CHAIRMAN
Those lenders are the Green and Gregg families, and
their support demonstrates their respective commitment
to deliver value for all our stakeholders. Both families
are looking past the short-term performance, fully
supported the operational restructure and store
rationalisation program undertaken, and now see a
positive, profitable future for the Company.
The Company is disappointed that the ASX has not lifted
the suspension of Oliver’s quotation on the ASX.
We are in ongoing dialogue with the ASX, and after a
recent meeting we have been asked to provide
additional data and submit a new request for
reinstatement. This will be our third attempt since the
shares were suspended 19 months ago.
The completion of the store rationalisation program and
other operational improvements will, in our opinion,
assist the Company in its efforts to have our shares
relisted by the ASX.
If Oliver’s shares remain suspended by the time of the
Annual General Meeting on 23 November 2022, I will
update shareholders at the meeting with further details
about any ongoing discussions with ASX.
On a positive note, we have started the new financial
year with confidence and optimism, and we continue to
operate a sustainable business model. Much hard work
has been undertaken to arrive at this point, and I thank
all our employees for their dedication and support during
a significant period of transition and operational
disruption. The last 12 months have been challenging
but daily, weekly, and monthly, we are becoming more
efficient and financially stronger, and the Board and
management are very focussed on future opportunities
and growing the business profitably.
Martin Green
Chairman
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Oliver's Real Food Limited
Chief Executive Officer's letter
30 June 2022
The FY22 operational year can be summarised as a
year of two halves (“H”). As I reported last year in
FY21, management successfully transitioned the
business to a leaner and more agile operating model,
reducing overheads by more than $4.5 million. By
FY22 the business was reset for a period of strategic
growth. However, the financial year commenced with
strict lockdowns in the business’ major markets of
New South Wales and Victoria. As such,
management were tactical in our response to the
evolving operating climate.
H1 FY22
In the first half of FY22, the business continued to be
heavily impacted by COVID related disruptions. Thus,
rather than looking to growth ambitions, the company
turned its focus to more cost reduction initiatives, to
ensure its continued viability. The key focus areas
included:
● Store Performance and Rationalisation –
management assessed the short- and long-term
prospects of each operating outlet, based on a
wide range of metrics, and identified eight
consistently underperforming locations. These
outlets were progressively closed throughout the
year, enabling the business to refocus resources
on profitable stores, and improve the financial
position of the business. Under the store
rationalisation program, refreshed KPIs were
established, which focused on strategic
improvement of the current network.
● Back-end process cost savings – the business
prioritised further reducing support costs. Oliver’s
has now established shared service initiatives for
functions including finance and accounts, human
resources, design, and IT support, resulting in a
further $600k reduction in annual overhead costs
for the business.
●
Improvement of gross profit – this has been
achieved through changes to product mix,
tactically increasing sales of higher margin lines,
and improvements in procurement and supply
chain efficiency.
H2 FY22
During the second half of FY22, the economic
environment started to improve. Whilst the
challenges of the pandemic had been tough, the
period created an opportunity for the business to
evolve. For two years, the company focused on
simplifying its business activity, reducing costs and
risks, and emerged leaner and more efficient than
ever. In the second part of FY22 there were 3
strategic priorities.
Tammie Phillips
CHIEF EXECUTIVE OFFICER
Strategic Priority 1 – Menu Management
Following a period of reduced menus through the
pandemic, the business renewed its focus on menu
development, product innovation and leveraged the
opportunities of what is now a more health-focused
world.
Led by our Head of Product and Dietitian, Natalie
Sharpe, the business achieved:
●
●
●
the return of the Oliver’s famous pockets, re-
imagined
the launch of a new innovative breakfast egg
wrap, featuring key health specifications - high
protein, low carbohydrate, gluten free. Whilst this
menu item is popular in the US & Europe,
Oliver’s is the first to bring this permanently to the
Australian market
the expansion of our breakfast menu, which now
accounts for more than 30% of overall sales –
new menu items include avocado on sourdough,
gluten free crumpets and coconut yoghurt pots
the introduction of an all-day kid’s menu
●
● 5% point improvement in gross margin year on
year.
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Oliver's Real Food Limited
Chief Executive Officer's letter
30 June 2022
Strategic Priority 2 – Marketing Strategy
The Oliver’s value proposition has always been
simple and sincere: To connect the Australian
travelling public with nourishing whole foods that
taste good on-the-go. It’s fast-food dining, led by
nature.
Management have been cautious in our path to
profitability, prioritising necessary operational
changes before committing valuable resources into
marketing efforts.
I am pleased to advise that in October 2021 the
business appointed James Wood as Marketing
Director. James immediately turned his attention to
delivering the quick wins for the business, whilst
building the foundations for larger initiatives including
digital & social platforms and aligning the brand with
a brand campaign.
We have used customer insights to create cost-
efficient marketing and advertising initiatives that
have focused on driving sales growth at stores and
EG, whilst steadily transforming the Oliver’s brand to
be more modern and fresh.
The business has invested modestly into marketing
initiatives, but the return and achievements to date
are significant:
● New website, app and loyalty program
● Website search engine optimisation strategy
● Seasonal holiday digital campaign strategy
● Always on geo-targeted digital advertising
through Google, Waze and social media
● Kids menu PR launch campaign with a total
reach of 5 million
● Refreshed social media and email
communications
● Refreshed Seasonal Product Promotion Strategy
● Overhaul of the Food To Go packaging
● Development of an extensive visual content
marketing library
We are currently refreshing our billboard locations
with eight new locations activating in the coming
weeks.
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Strategic Priority 3 – Our People
Our employees are the lifeblood of our business.
They have been extremely responsible and
adaptable under what have been very difficult
circumstances in the past two years, and for that I am
very grateful.
In FY22, we launched a learning school with over 40
of our store staff enrolled in certified training courses,
including courses in hospitality, retail, leadership, and
management. We have also launched a Learning
Management Platform which enables the business to
be more efficient with training and staff
communication. By embracing a digital platform, it will
enable management to quickly deploy tactical training
modules across all store locations in a cost-effective
and engaging format.
A key focus for all management has been on
redefining Key Performance Indicators for all venues,
establishing improved KPI reporting tools, data
systems and introducing an aligned employee reward
program.
Our roadmap is committed to continuing to implement
strategies that will improve our work culture, increase
productivity, and build better work and customer
relationships.
Oliver's Real Food Limited
Chief Executive Officer's letter
30 June 2022
The Financial Highlights
We ended the financial year with net a loss after tax
of -$11.7 million vs -$9.3 million in FY21. This
includes $9.7 million in net impairments vs $2.2
million in FY21 and write back on lease terminations
at Chinderah and Brisbane Kitchen resulting in a
write back of $2.5 million in lease liabilities.
Overall EBITDAI, removing the effect of the
impairments and write backs, was a loss of -$31k vs
$274k profit in 2021.
I am pleased to report over the past quarter, Oliver’s
recovery has gathered pace, with trade now
approaching pre-pandemic levels and making modest
profit.
In FY22, I believe we succeeded in building a
platform for sustained profitable growth whilst
delivering on our strategic priorities. I thank Martin
Green and the Board for weathering the challenges
with the ASX and allowing me to focus solely on the
business operation.
To shareholders, I understand and relate to the
frustration of these issues, but I can assure you that
throughout the year as a Board and Executive our
decisions continued to be driven by what we believed
would be best for the current and future stakeholder
community, and I believe we put the appropriate
strategies in place to fulfil that responsibility.
Oliver’s now enters a new era, characterised by a
new health-focused world that demands
convenience. The business is stablised and is
stronger and more resilient than ever. Oliver’s is now
ready to be ‘that’ business – the one that can seize
the chance to grow and that has the agility to change
and evolve.
Tammie Phillips
CEO
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Oliver's Real Food Limited
Directors' report
30 June 2022
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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 2022.
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:
Martin Green
Steven Metter
Kathryn Gregg
Kimley Wood
Non-Executive Chairman (Appointed Chairman on 4 April 2022)
Non-Executive Director
Non-Executive Director (Appointed on 4 April 2022)
Former Chairman and Non-Executive Director (Resigned on 4 April 2022)
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of the provision of
fast food services specialising in delicious, nutrient dense meals, designed with the customers' wellbeing in mind.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The revenue for the consolidated entity amounted to $19,484,064 (2021: $28,177,980) a decrease of 30.9%
2022
$
2021
$
Change
Change
$
%
Revenue
19,484,064 28,177,980
(8,693,916)
(30.9%)
The loss for the consolidated entity after providing for income tax amounted to $11,669,877 (30 June 2021:
$9,284,867).
Earnings before interest, taxes, depreciation and amortisation and impairments ('EBITDAI')* amounted to $31,104
(2021: $274,257)
A reconciliation between loss after income tax, earnings before interest, taxes, depreciation and amortisation
('EBITDA')* and EBITDAI* is set out below:
2022
$
2021
$
Change
Change
$
%
Net loss after tax
Add: Depreciation and amortisation expenses
Add: Finance costs
Less: Interest revenue
Add: Writeback of liability on termination on property
lease
EBITDA*
(11,669,877)
2,754,667
1,647,010
(2,407)
(9,284,867)
5,034,145
2,300,527
(2,353)
(2,385,010)
(2,279,478)
(653,517)
(54)
25.7%
(45.3%)
(28.4%)
2.3%
(2,472,949)
(9,743,556)
-
(1,952,548)
(2,472,949)
(7,791,008)
-
399.0%
Add: Impairment of assets
Less: Reversal of impairments of assets
11,282,254
(1,569,802)
2,226,805
-
9,055,449
(1,569,802)
406.7%
-
EBITDAI*
(31,104)
274,257
(305,361)
(111.3%)
*
EBITDA and EBITDAI are financial measures which are not prescribed by the Australian Accounting Standards
('AAS') and represent the profit/loss under AAS adjusted for specific non-cash and significant items not
expected to recur between periods. The directors consider EBITDAI to reflect the core earnings of the
consolidated entity.
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Oliver's Real Food Limited
Directors' report
30 June 2022
During the financial year ended 30 June 2022 ('FY2022'), as reported in the Interim Report for the half-year ended
31 December 2021, a number of prior period errors were uncovered which have been corrected in these financial
statements. The effect of these adjustments increased accumulated losses brought forward at 30 June 2021 by
$5,372,625. Refer to note 4 to the financial statements for further details.
FY2022 just like the previous financial year, was a challenging one for the consolidated entity. The significant impact
of COVID-19 and the various ever-changing State border closures had direct and substantial effect on the
consolidated entity's performance.
In June 2021 New South Wales went into lockdown. This was followed shortly thereafter by Victoria with both
lockdowns lasting four months. The impact of these lockdowns and border closures saw all Corporate Stores cease
trading for various and differing periods in each of the States during the first half of FY2022.
Following the lifting of both domestic and international border restrictions, the consolidated entity carefully monitored
the individual performance of each store, with a view to establishing what, if anything, had changed during the
disruptive COVID-19 period. The main focus was the Victorian store network, which experienced the heaviest sales
decline since the beginning of the pandemic. After five months (December 2021 to April 2022) of monitoring, the
Board resolved to approach the Victorian landlords with a view to exiting several stores, all of which were
significantly under-performing compared to previous years and none of which presented any real prospects of
recovering to pre-covid sales levels. This was a necessary step as, at the time, these stores combined were losing
close to $750,000 per annum.
The Board believes that with the cumulative positive impact of the operational restructuring completed in FY2022,
together with the recent closures of these poor performing stores, the consolidated entity is now well placed to
capitalise on its unique market position, its significant brand, and the market opportunities
From an operational perspective, the consolidated entity has continued to invest in its menu. The current expansion
of that menu into a suite of exciting and wholesome menu items is the result of many months of planning,
experimenting and analysing. Initial feedback to these menu changes has been extremely positive, and
management remains focused on continued innovation of the menu.
As a final point, readers and followers of Oliver’s may have noticed renewed marketing initiatives. The basic core
of the marketing strategy is to promote Oliver’s to the consuming market that want to make healthier food choices
in the Quick Service Restaurant space. Having refreshed the positioning and brand, the consolidated entity is
focused on increasing awareness and consideration of Oliver’s in these target segments through product-led
marketing, communications and partnerships, while driving store visitation through a billboard strategy and targeted
digital advertising. Management have also brought the business from significantly behind the industry in digital up
to parity. This has been achieved by building a new search engine optimisation and mobile-friendly website, ongoing
social media activity, the launch of the Oliver’s app, loyalty program and online ordering.
Impairment of assets
In the Interim Report for the half-year ended 31 December 2021, the consolidated entity impaired assets totalling
$9,992,880, including $6,054,606 for the full impairment of the Victorian store network. When the Interim Report
were issued, the Board believed that all Victorian stores, except Euroa, would be closed. Following an extensive
operational review in June 2022, a decision was made to continue to operate four of the Victorian stores, Officer
Inbound and Outbound and Wallan Northbound and Southbound. This turnaround was on the basis that there are
strong prospects for these stores (including current trading conditions, turnaround factors etc). As a result, under
AASB 136 'Impairment of Assets', this has led to a “significant favourable change” that has occurred in the extent
to which an asset is used. Therefore, $1,569,802 of impairments relating to those four stores has now been
reversed. Then a final evaluation of impairment of all stores was completed, resulting in additional impairment of
$1,285,781.
Lease liability writeback
Also included in profit or loss is a credit of $2,472,949 that relates to a lease writeback following the assignment of
the Queensland kitchen lease and the termination of the Chinderah store lease.
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Oliver's Real Food Limited
Directors' report
30 June 2022
Option review
In addition $627,050 was credited to impairments in the profit or loss, from change in assessment of the lease term.
Under AASB 16 'Leases' an option for a lease should be added onto the lease period if management are reasonably
certain to take up the option when the lease ends.
The company examined all leases and due to uncertainty of the past three years, it was deemed that three leases
with options taken up under AASB 16 were deemed not to be reasonably certain that the options would be exercised
and the options were reversed
Significant changes in the state of affairs
In addition to the operational restructuring and closure of poor performing stores, as detailed in the 'review of
operations' section above, changes were made to the consolidated entity's borrowing facilities.
On 19 October 2021, the Pure Asset Management facility (excluding the warrants) was assigned to Gelba Pty.
Limited and Michael and Suzanne Gregg for $5,268,160, of which $268,160 represents accrued interest. The initial
term was two years from assignment date with an interest rate of 6% (linked to the 90 days BBSY) and reviewed
quarterly.
The consolidated entity also entered into a $1,500,000 revolving line of credit with Gelba Pty. Limited and Michael
and Suzanne Gregg to support the consolidated entity 's working capital requirements due to COVID-19 lockdown
restrictions. The initial term was two years with an interest rate of 6% (linked to the 90 days BBSY) and reviewed
quarterly.
At the AGM held on 22 January 2022, the following changes were made to the consolidated entity's financing
agreements:
●
approval to change the terms of a $5,000,000 secured facility with Gelba Pty. Limited and Michael and Suzanne
Gregg to an interest rate of 5.25% per annum calculated daily and payable quarterly in arrears maturing 30
September 2028. Repayment of $250,000 per quarter from 1 October 2023 with the first repayment due 31
December 2023; and
approval to secure the fully drawn $1,500,000 revolving line of credit with Gelba Pty. Limited and Michael and
Suzanne Gregg at an interest rate of 5.25% per annum calculated daily and payable monthly in arrears
maturing 30 September 2023.
●
In March 2022, an additional $1,000,000 unsecured revolving line of credit with Gelba Pty. Limited and Michael and
Suzanne Gregg at an interest rate of 5.25% per annum calculated daily and payable monthly in arrears maturing
30 September 2023 was approved.
In May 2022, a further $2,000,000 unsecured revolving line of credit was confirmed to enable the consolidated entity
to expand.
Refer to note 17 to the financial statements for further details on borrowings.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
Release from 6 Victorian store leases
The company advises negotiations with one of our Victorian landlords have concluded and that the consolidated
entity has been released from the following six leases:
- Geelong North and South
- Peninsula Inbound and Outbound
- Eastlink Inbound and Outbound
This is a significant and positive outcome for the company . As a result of this in the FY2023 first half results, there
will be a write-back of the remaining lease liabilities in relation to these stores. As the right-of-use and plant and
equipment assets for these six stores were fully impaired in FY2022, this will result in a writeback of $6,385,000.
This write-back will reduce current and non-current liabilities and improve our working capital shortfall by
approximately $500k.
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Oliver's Real Food Limited
Directors' report
30 June 2022
The company has signed the Deeds of Release, and the outstanding rent owed was paid on 26 September 2022.
The company acknowledges the landlord's willingness to negotiate and to work with Oliver’s to find a commercial
outcome.
On 27 September 2022 the company obtained approval from their lenders for an increase in the unsecured revolving
current facility for an additional $1,000,000, making the facility $5,500,000. As at date of signing the facility was
drawn to $4,730,800.
No other matter or circumstance has arisen since 30 June 2022 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.
Likely developments and expected results of operations
The consolidated entity starts the new financial year with 16 Company owned stores:
Bulahdelah
Euroa
Maryborough
Coffs Harbour
Officer Inbound
Ferry Park
Officer Outbound
Goulburn
Wallan Northbound
Gundagai
Wallan Southbound
Hexham
Lithgow
Port Macquarie
Wyong Northbound
Wyong Southbound
FY2023 outlook
The outlook for the financial year ending 30 June 2023 ('FY2023') naturally must be conservative. The challenges
being faced in the global economy, well publicised labour shortages and pressure on freight and logistics are certain
to have an impact. The consolidated entity will take whatever action is necessary to meet these potential challenges
and consequently, the consolidated entity's financial projections and growth plans are conservative.
The Board and Management have been researching the potential expansion of store footprint into the high foot-
traffic city environment, the so called ‘high street’ opportunity. Whilst no decisions have been made, Management
is currently modelling several alternatives, of which franchising, a process that was previously established for the
Oliver’s network, may form part. The 2023 financial projections have made certain assumptions in relation to the
expansion opportunity, with a few such stores modelled for opening in the later part of FY2023 subject to feasibility
outcomes.
Funding requirements
The Board is aware of the need for any expansion of the network to be fully funded, and given only preliminary
research has commenced, no firm decision regarding the expansion and its funding requirements have been made.
In terms of the existing operation and the funding requirements in that regard, the Board is confident that with the
closure of seven Victorian stores plus Chinderah in New South Wales and the combination of the new menu and
the marketing initiatives, the consolidated entity will reduce its cash burn to a breakeven or slightly positive cash
flow within months. That then reduces and ultimately eliminates any further on-going funding for current operations.
Statements made by the auditor regarding going concern
The directors have prepared the financial statements on the basis that the consolidated entity is a going concern.
Refer to note 2 to the financial statements for further information. The auditor has obtained sufficient appropriate
audit evidence regarding the appropriateness of management’s use of the going concern basis of accounting but
has drawn attention to a material uncertainty in relation to going concern as disclosed within note 2 of the financial
statements and accordingly within the audit report.
Material business risks
The following is a summary of material business risks that could adversely affect the consolidated entity's financial
performance and growth potential in future years and how it may mitigate such risks.
Macroeconomic risks
As purchases of food from Quick Service Restaurants are discretionary for many customers, the consolidated
entity’s financial performance can be impacted by reduced customer spending due to current and future economic
conditions which it cannot control, such as increases in interest rates and inflation.
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Oliver's Real Food Limited
Directors' report
30 June 2022
Further, there is a risk that the consolidated entity may be unable to deliver returns in accordance with its capital
expenditure programme as a result of: underperformance of stores; changes to landlord approvals or rental terms;
an inability to locate suitable sites for new stores; insufficient availability of professional builders to construct and
develop new stores; or management demands reducing ability to execute defined strategies.
Identification of new sites and renewal of existing sites
The consolidated entity envisages an aggressive growth strategy. Unsuitable new sites, delays in opening new
sites, reduced availability or excessive cost of real estate capable for use as new sites may impede the speed at
which the consolidated entity ’s growth strategy can be implemented. For existing stores, the consolidated
entity cannot guarantee that the lease will be renewed at the end of the term resulting in the consolidated
entity exiting a particular site.
Supply chain security
There is a risk of material disruption to the supply of fresh food and other packaged goods due to a natural disaster
such as flooding or widespread disease to crops or livestock. Such an event could potentially have significant
consequences for all stores, including loss of revenue, potential brand damage and increased costs from alternative
arrangements.
COVID-19
The consolidated entity continued to respond promptly and strategically to the ongoing and rapidly changing impact
of COVID-19 related risks. The consolidated entity is equipped to quickly adapt to changing public health regulations
and has developed better ways to continue operating in a COVID-safe manner. The winding back of Government
stimulus across the economy may impact future results.
Regulatory compliance, food safety and sanitation
The consolidated entity is subject to a number of Australian laws and regulations such as food hygiene laws, privacy
laws and those relating to workplace health and safety. The consolidated entity maintains sufficient internal controls
to ensure continued compliance. However, there is a risk that a serious food safety incident could occur at one of
our sites, as a result of operational lapse in procedures or malicious tampering, which may result in: a loss of
revenue and brand reputation; closure of site where the incident occurred; and the payment to affected individuals
of compensation and to the food authorities of a penalty or fine.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth
or State law.
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
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Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Martin Green
Chairman (appointed 4 April 2022) and Non-Executive Director (appointed 22
January 2021)
Associate Diploma of Business (Accounting)
Martin is Managing Director and Chief Executive Officer 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.
Director of The Raw Liquid Sugar Company.
None
Chairman
37,439,660 shares
None
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Oliver's Real Food Limited
Directors' report
30 June 2022
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Special responsibilities:
Interests in shares:
Interests in options:
Steven Metter
Non-Executive Director (appointed 11 March 2019)
B.Com (University of Witwatersrand – “Wits”); H.Dip Acc (Wits); B.Acc (Wits);
Chartered Accountant (South Africa); Chartered Accountant (Australia and New
Zealand) and Member National Institute of Accountants.
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 set restaurant, and has acted as a financial consultant in Australia, South
Africa and the USA.
None
None
None
6,666,667 ordinary shares
None
Kathryn Gregg
Non-Executive Director (appointed 4 April 2022)
Bachelor of Business - International Marketing (University of Technology
Sydney); Diploma of Public relations (New York University)
Kathryn's background is in sales and marketing and has extensive commercial
background in retail and travel-related businesses. She is the representative of
the Gregg family, the company's largest shareholder and principal lender.
None
None
None
None
None
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships
of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only
and excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Robert Lees (appointed 30 June 2021) 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 19 years he has provided company secretarial services to ASX and
NSX listed companies.
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2022,
and the number of meetings attended by each director were:
Martin Green
Steven Metter
Kathryn Gregg
Kimley Wood
Full Board
Audit and Risk Committee
Attended
Held
Attended
Held
14
14
3
11
14
14
3
11
2
2
1
1
2
2
1
1
Held: represents the number of meetings held during the time the director held office.
The Nomination and Remuneration Committee function was undertaken as part of the full Board meeting.
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Oliver's Real Food Limited
Directors' report
30 June 2022
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; and
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; and
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; and
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive
director remuneration is separate.
Non-executive directors' remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive
directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The
Nomination and Remuneration Committee may, from time to time, receive advice from independent remuneration
consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The
chairman's fees are determined independently to the fees of other non-executive directors based on comparative
roles in the external market. The chairman is not present at any discussions relating to the determination of his own
remuneration.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a
general meeting. The most recent determination was at the Annual General Meeting held on 29 November 2019,
where the shareholders approved a maximum annual aggregate remuneration of $500,000.
12
Oliver's Real Food Limited
Directors' report
30 June 2022
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; and
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 2022.
No STI''s or LTI's have been paid or issued during the current year.
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, however being
suspend from trading, on the ASX, has not made this possible during the current year. The remaining portion of the
cash bonus and incentive payments are at the discretion of the Nomination and Remuneration Committee.
Details of the earnings and total shareholders return for the last five years are as follows:
2022
2021
2020
2019
2018
Revenue
$
EBITDA
$
Net loss
after tax
$
(7,270,607) (11,669,877)
19,484,064
(9,284,867)
(1,952,548)
28,177,980
28,535,455 (10,307,809) (17,506,369)
34,956,925 (13,084,182) (15,661,501)
(642,753)
35,918,346
2,245,276
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 it can be maintained over the coming years. In part that will depend on the ASX
suspension on trading being lifted.
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Oliver's Real Food Limited
Directors' report
30 June 2022
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Share-based remuneration
The consolidated entity 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 consolidated entity. 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 key management personnel are as follows (all
capitalised terms have the meaning as defined within the OEIP):
Purpose
Eligibility
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.
Form of Equity
The Company may offer an Award which includes an Option, a Performance Right, a
Service Right, a Deferred Share Award, an Exempt Share Award, a Cash Right, or a Stock
Appreciation Right, in accordance with the terms of the OEIP.
The Company may offer or issue Options, which are rights to be issued a Share upon
payment of the Exercise Price and satisfaction of specified Vesting Conditions. These
terms apply unless the Offer specifies otherwise:
Options are Restricted Awards until they are exercised or expire.
An offer may specify a Restriction Period for Shares issued on the exercise of Options.
Options are subject to adjustment.
No offers have been made in the current year.
Use of remuneration consultants
During the financial year ended 30 June 2022, the consolidated entity did not engage any remuneration consultants
to review its remuneration policies and provide any recommendations on how to improve the STI and LTI programs.
Voting and comments made at the company's Annual General Meeting ('AGM')
At the 21 January 2022 AGM, 99.7% of the votes received supported the adoption of the remuneration report for
the year ended 30 June 2021. 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:
●
●
●
●
Martin Green
Steven Metter
Kathryn Gregg - Appointed 4 April 2022
Kimley Wood - Resigned 4 April 2022
And the following persons:
●
●
Tammie Phillips - Chief Executive Officer
Robert Ross-Edwards - Chief Financial Officer
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Oliver's Real Food Limited
Directors' report
30 June 2022
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash
salary
and fees
$
Directors
fees
$
Non-
Super-
monetary annuation
$
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
44,000
56,672
6,000
46,662
249,551
-
201,167
450,718
-
153,334
-
-
-
-
-
-
-
-
-
-
-
22,214
20,167
42,381
-
-
-
-
-
-
-
-
-
-
-
44,000
56,672
6,000
46,662
-
271,765
-
-
221,334
646,433
2022
Non-Executive Directors:
Martin Green
Steven Metter
Kathryn Gregg1
Kimley Wood2
Other Key Management
Personnel:
Tammie Phillips - Chief
Executive Officer
Robert Ross-Edwards -
Chief Financial Officer
1
2
Kathryn Gregg's remuneration from date of appointed 4 April 2022 to 30 June 2022
Kimley Wood's remuneration from 1 July 2021 to date of resignation 4 April 2022
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash
salary
and fees
$
Directors
fees
$
Non-
Super-
monetary annuation
$
$
Long
service
leave
$
Equity-
settled
$
Total
$
2021
Non-Executive Directors:
Martin Green1
Steven Metter
Kimley Wood2
Jason Gunn3
Amanda Gunn4
-
-
-
-
-
30,000
80,004
46,662
81,315
54,210
-
-
-
-
-
-
-
-
-
-
Executive Directors:
David McMahon - Former
Chief Financial Officer5
147,870
Other Key Management
Personnel:
Tammie Phillips - Chief
Executive Officer
Robert Ross-Edwards -
Chief Financial Officer6
-
-
-
11,016
-
-
-
17,867
9,141
38,024
188,077
96,227
432,174
-
292,191
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30,000
80,004
46,662
81,315
54,210
-
158,886
44,362
250,306
-
44,362
105,368
806,751
1
2
3
4
5
6
Martin Green's remuneration from date of appointment 22 January 2021 to 30 June 2021
Kimley Wood's remuneration from date of appointment 25 November 2020 to 30 June 2021
Jason Gunn's remuneration from 1 July 2020 to date of resignation 4 March 2021
Amanda Gunn's remuneration from 1 July 2020 to date of resignation 4 March 2021
David McMahon's remuneration from 1 July 2020 to date of resignation 19 November 2020
Robert Ross-Edwards' remuneration from date of appointment 1 December 2020 to 30 June 2021
15
Oliver's Real Food Limited
Directors' report
30 June 2022
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:
Tammie Phillips
Chief Executive Officer
17 June 2020
No fixed term. Termination: three months in writing. The Company may terminate
employment without payment in lieu of notice in circumstances involving serious
or wilful misconduct
Annual remuneration including cash salary, superannuation and non-cash
benefits of $275,000, in addition supplied with a fully maintained vehicle.
There were 2,000,000 options 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 expired on
31/12/2021. There are currently no share options available.
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Robert Ross-Edwards
Chief Financial Officer
2 December 2020
No Fixed Term. Termination: three months in writing. The Company may
terminate employment without payment in lieu of notice in circumstances
involving serious or wilful misconduct
Annual remuneration including cash salary, superannuation and non-cash
benefits of $220,000.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
No STI's or LTI's have been offered or issued to key management personnel during the current year.
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 2022.
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 June 2020
Options granted carry no dividend or voting rights.
Expiry date
Fair value
per
Exercise
price
option at
grant date
31 December 2021
$0.050
$0.037
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Oliver's Real Food Limited
Directors' report
30 June 2022
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 2022 are set out below:
Name
David McMahon
Tammie Phillips
Name
Tammie Phillips
Number of Number of Number of Number of
options
granted
options
granted
options
vested
options
vested
during the during the during the during the
year
2022
year
2021
year
2022
year
2021
-
-
-
2,000,000
-
-
2,000,000
-
Value of
options
granted
Value of
options
exercised
during the during the during the
year
$
Value of
options
lapsed
year
$
year
$
year
%
-
-
44,362
-
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
Martin Green
Steven Metter
Tammie Phillips
Balance at Received
the start of as part of
Disposals/
the year
remuneration Additions
other
Balance at
the end of
the year
37,439,660
6,666,667
1,250,000
45,356,327
-
-
-
-
-
-
-
-
- 37,439,660
6,666,667
-
-
1,250,000
- 45,356,327
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 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 2022 and up to the date of this report, other than those outlined in the table above.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as
a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to 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.
17
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Oliver's Real Food Limited
Directors' report
30 June 2022
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 in note 29 to the financial statements.
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 29 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.
●
Officers of the company who are former partners of Grant Thornton Audit Pty Ltd
There are no officers of the company who are former partners of Grant Thornton Audit Pty Ltd.
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.
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
___________________________
Martin Green
Chairman
14 October 2022
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Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
Auditor’s Independence Declaration
To the Directors of Oliver’s Real Food Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Oliver’s Real Food Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
P J Woodley
Partner – Audit & Assurance
Sydney, 14 October 2022
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
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Oliver's Real Food Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2022
Revenue
Note
Consolidated
2022
$
2021
$
Restated
6
19,484,064 28,177,980
Other income
Interest revenue calculated using the effective interest method
7
2,209,216
2,407
5,367,402
2,353
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
Writeback of lease liability on lease termination
Store-facility occupancy expenses
Fair value gain on derivatives
Writeback of ROU impairment
Finance costs
Loss before income tax expense
Income tax expense
8
(8,934,323) (12,294,358)
(8,657,893) (15,004,115)
(5,034,145)
(2,754,667)
(2,226,805)
8,26 (11,282,254)
(179,748)
(192,129)
(3,498,521)
(2,515,247)
(625,346)
(201,853)
-
2,472,949
(1,791,599)
(1,855,216)
122,562
632,277
-
1,569,802
(2,300,527)
(1,647,010)
28
8,26
(11,669,877)
(9,284,867)
9
-
-
Loss after income tax expense for the year attributable to the owners of
Oliver's Real Food Limited
(11,669,877)
(9,284,867)
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
Basic earnings per share
Diluted earnings per share
Refer to note 4 for detailed information on Restatement of comparatives.
(11,669,877)
(9,284,867)
Cents
Cents
24
24
(3.24)
(3.24)
(3.23)
(3.23)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Oliver's Real Food Limited
Statement of financial position
As at 30 June 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories - stock on hand
Other assets
Total current assets
Non-current assets
Term deposits
Property, plant and equipment
Right-of-use assets
Intangibles
Other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Employee benefits
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Derivative financial instruments
Employee benefits
Provisions
Total non-current liabilities
Total liabilities
Net liabilities
Equity
Issued capital
Reserves
Accumulated losses
Total deficiency in equity
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Note
2022
$
Consolidated
2021
$
1 July 2020
$
Restated
Restated
10
11
12
13
14
15
12
16
17
18
17
18
19
20
21
22
225,384
209,229
493,104
153,194
1,080,911
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
288,095
571,531
305,891
2,183,932
6,132,097
4,259,641
6,403,051 17,350,802 20,330,195
2,135,769
1,537,697
124,005
147,905
9,957,430 23,867,576 29,010,161
939,591
124,965
11,038,341 27,301,841 32,516,126
4,465,604
389,690
2,578,695
348,307
7,782,296
4,793,111
480,606
2,575,444
430,328
5,992,836
1,512,355
3,572,852
681,504
8,279,489 11,759,547
8,458,333
4,777,252
875,000
17,483,854 24,451,942 24,069,582
-
85,102
510,896
26,467,836 30,447,244 25,540,580
651,827
107,683
458,540
19,550
67,855
438,244
34,250,132 38,726,733 37,300,127
(23,211,791) (11,424,892)
(4,784,001)
34,061,382 34,061,382 31,361,382
173,046
(57,273,173) (45,603,296) (36,318,429)
117,022
-
(23,211,791) (11,424,892)
(4,784,001)
Refer to note 4 for detailed information on Restatement of comparatives.
The above statement of financial position should be read in conjunction with the accompanying notes
21
Oliver's Real Food Limited
Statement of cash flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers (inclusive of GST)
Interest received
Interest and other finance costs paid
Government Grants and Subsidies
Note
Consolidated
2022
$
2021
$
20,593,425 30,759,626
(23,548,061) (36,976,319)
(2,954,636)
2,385
(1,062,609)
2,151,140
(6,216,693)
2,353
(1,781,471)
5,167,402
Net cash used in operating activities
25
(1,863,720)
(2,828,409)
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
Proceeds from release of security deposits
Net cash from/(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 financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
13
15
(223,353)
(130,986)
-
316,464
269,278
(133,391)
(133,769)
(307,336)
385,559
-
231,403
(188,937)
21
25
25
25
-
8,884,819
(3,104,237)
(5,497,530)
2,700,000
5,068,404
(2,222,718)
(1,410,488)
283,052
4,135,198
(1,349,265)
1,574,649
1,117,852
456,797
Cash and cash equivalents at the end of the financial year
10
225,384
1,574,649
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The above statement of cash flows should be read in conjunction with the accompanying notes
23
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 1. General information
The financial statements cover Oliver's Real Food Limited (the 'company' or 'parent entity') as a consolidated entity
consisting of Oliver's Real Food Limited and the entities it controlled at the end of, or during, the year (collectively
referred to as the 'consolidated entity'). 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 (ABN: 33 166 495 441) is a listed public company limited by shares, incorporated and
domiciled in Australia. Its registered office and principal place of business is:
Level 1, 24 Hely Street, Wyong NSW 2259
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 14 October
2022. The directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
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
adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
Going concern
The financial statements have 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.
The consolidated entity incurred a loss after tax of $11,669,877 (2021: $9,284,867) and net cash outflows from
operating activities of $1,863,720 ( 2021: $2,828,409) for the year ended 30 June 2022. As at 30 June 2022, the
statement of financial position reflected an excess of current liabilities over current assets of $6,701,385
(2021: $4,845,224).
The Directors believe that it is appropriate to continue to adopt the going concern basis of preparation as the detailed
cash flow forecast prepared by Management, using their best estimate assumptions, indicated the consolidated
entity will meet its ongoing compliance with its financial undertakings in the twelve-month period to October 2023.
This is highly dependent on the ability of the business to operate in line with the detailed cash flow forecasts, the
ongoing support of key lenders and future market conditions which are out of the control of the consolidated entity
and, as a result, may be subject to change.
These factors indicate a material uncertainty which may cast significant doubt as to whether the consolidated entity
will continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the
normal course of business and at the amounts in these financial statements.
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24
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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However, the directors believe that the consolidated entity will be able to continue as a going concern, after
consideration of the following factors:
●
the opening of all the borders, the roll out of the vaccine and cessation of all restrictions, should lead to more
consistent trading with stores returning to pre-Covid-19 sales levels;
the consolidated entity has support from two leading shareholders and its funders Michael and Suzanne Gregg
and Gelba Pty. Limited providing an additional $1,800,000 facility to enable the company recover and grow
and be operating cashflow positive in 2023 financial year; and at the date of this report $769,500 remains
undrawn,
review of all stores has led to closure of several unprofitable stores during the financial year;
the Board requested management to enhance the existing restructure plan to make the business cash flow
positive in 2023 financial year ('FY2023'). Part of that plan includes an upgrade to stores, equipment to enable
quick and efficient service in the consolidated entity 's restaurants and develop a "high street" test store of the
future in FY2023 that will be located in metropolitan Sydney. If the store is successful, then up to 20 stores will
be rolled out in the next two years in Sydney, Melbourne and possibly Brisbane; and
the plan has the backing of our two lenders Gelba Pty Ltd and Michael and Suzanne Gregg, however such
growth will require substantial capital and a fund raising is expected to be carried out during FY2023.
●
●
●
●
Provided the consolidated entity achieves the commitments in the forecast and meet its legal obligations under the
terms of the loans, the lenders will continue to support the consolidated entity.
Based on the above, the directors are confident that the consolidated entity will meet its obligations and accordingly
have prepared the financial statements on a going concern basis.
Accordingly, no adjustments have been made to the financial statements relating to the recoverability and
classification of the asset carrying amounts or the amount and classification of liabilities that might be necessary
should the consolidated entity not continue as a going concern. At this time, the directors are of the opinion that no
asset is likely to be realised for an amount less than the amount at which it is recorded in the financial statements
as at the reporting date.
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 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 3.
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 35.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Oliver's Real Food
Limited as at 30 June 2022 and the results of all subsidiaries for the year then ended.
25
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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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.
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to
be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the
consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract;
determines the transaction price which takes into account estimates of variable consideration and the time value of
money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-
alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised.
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 - retail
Revenue associated with the sale of goods is recognised when the performance obligation has been fulfilled and
control of the goods has been transferred to the customer, which occurs at the point of sale when the goods are
collected.
Royalty revenue
Revenue associated with continuing licensees is recognised at a point in time as sales with the licensee occur.
Revenue associated with these sales are invoiced on a monthly basis and payment is due in accordance with
contract due dates.
26
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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.
Government grants
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match
them with the costs that they are intended to compensate. Government grants are recognised when there is a
reasonable assurance that the grant will be received, and all attached conditions complied with. They include
JobKeeper/JobSaver and Victorian Government Small Business Hardship Grants, and are disclosed as other
income in profit or loss.
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 and liabilities are recognised for temporary differences at the tax rates expected to be applied
when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively
enacted, except for:
●
when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither
the accounting nor taxable profits; or
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures,
and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse
in the foreseeable future.
●
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.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same
taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
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.
27
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
Deferred tax assets and liabilities are always classified as non-current.
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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.
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
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a
'first in first out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other
taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity,
and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are
determined after deducting rebates and discounts received or receivable.
Finished goods are stated at the lower of cost and net realisable value on a 'first in first out' basis. 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.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date.
Derivatives are classified as current or non-current depending on the expected period of realisation.
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, its 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.
28
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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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.
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 are 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:
Leasehold improvements
Plant and equipment
Motor vehicles
3-25 years
3-20 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 term 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.
29
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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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.
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 useful life of between three to five years.
Reacquired rights
Reacquired rights represents the buyback of franchise territories are deferred and amortised over the period of the
remaining lease term.
Impairment of non-financial assets
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.
The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are
incurred. The consolidated entity has used the optional practical expedient to treat rent concessions in the form of
rent forgiveness or a waiver as a direct consequence of the Coronavirus (COVID-19) pandemic and which relate to
payments originally due on or before 30 June 2022 as variable lease payments. COVID-19 related rent concessions
are recognised as other income in profit or loss.
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.
30
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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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.
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 liabilities 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. 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.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees under the Oliver Employee Incentive
Plan.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in
exchange for the rendering of services.
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.
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.
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.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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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 used to measure fair value are those that are appropriate in the
circumstances, and which maximise the use of relevant observable inputs and minimise the use of unobservable
inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date
and transfers between levels are determined based on a reassessment of the lowest level of input that is significant
to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is
either not available or when the valuation is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period
to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation
and a comparison, where applicable, with external sources of data.
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.
32
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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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.
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
2022. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and
Interpretations, most relevant to the consolidated entity, are set out below.
Amending accounting standards
Amending accounting standards issued are not considered to have a significant impact on the financial statements
of the consolidated entity as their amendments provide either clarification of existing accounting treatment or
editorial amendments.
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-
current
AASB 2020-1 is applicable to annual periods beginning on or after 1 January 2023. Early adoption is permitted. The
amendments to AASB 101 ‘Presentation of Financial Statements’ clarify the requirements for the presentation of
liabilities in the statement of financial position as current or non-current. The amendments require a liability to be
classified as non-current if an entity has the right at the end of the reporting period to defer settlement of the liability
for at least 12 months after the reporting period. If the deferral right is conditional, the right only exists if, at the end
of the reporting period, those conditions have been complied with. Classification of a liability as non-current is
unaffected by the likelihood that the entity will exercise its right to defer settlement of the liability for at least 12
months after the reporting date or even if the entity settles the liability prior to issue of the financial statements. The
meaning of settlement of a liability is also clarified.
Note 3. 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.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable
judgement is required to determine what is significant to fair value and therefore which category the asset or liability
is placed in can be subjective.
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.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
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Note 3. Critical accounting judgements, estimates and assumptions (continued)
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. Refer to note 26 for further details.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability.
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or
purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when
ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances
that create an economical incentive to exercise an extension option, or not to exercise a termination option, are
considered at the lease commencement date. Factors considered may include the importance of the asset to the
consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of
significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the
asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not
exercise a termination option, if there is a significant event or significant change in circumstances.
Derivative financial instruments
Forward foreign exchange contracts, designated as cash flow hedges, are measured at fair value. Reliance is placed
on future cash flows and judgement is made on a regular basis, through prospective and retrospective testing,
including at the reporting date, that the hedges are still highly effective.
Employee benefits provision
As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the
reporting date are recognised and measured at the present value of the estimated future cash flows to be made in
respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition
rates and pay increases through promotion and inflation have been taken into account.
Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of leased premises. The
provision includes future cost estimates associated with closure of the premises. The calculation of this provision
requires assumptions such as application of closure dates and cost estimates. The provision recognised for each
site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to
the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and
the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit
or loss.
Note 4. Restatement of comparatives
Correct of material error in Intellectual property
During the review of impairments for the financial year ended 30 June 2022, it was discovered that in 2016-17
intellectual property relating to the Oliver’s brand of $500,000 was purchased from a related party. This should have
been classified as goodwill and been fully impaired. This had resulted in an overstatement of intangible assets.
Management have restated the comparatives and following adjustments have been recorded:
●
●
a decrease to accumulated losses at 1 July 2020 representing the impairment of goodwill of $500,000; and
a decrease to the intangible assets at 1 July 2020, representing the impairment of goodwill of $500,000.
Correction of a material error in accounting treatment of share warrants
During the financial year ended 30 June 2022, management discovered that the borrowings with Pure Asset
Management was incorrectly recognised and measured as at 30 June 2021.
The consolidated entity entered into the facility agreement with Pure Asset Management on 29 September 2020,
which included the issue of warrants.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 4. Restatement of comparatives (continued)
The key terms of the loan facility were:
facility amount: $5,000,000;
●
interest is calculated on a daily basis at 10.5% p.a. and is payable quarterly in arrears; and
●
term of three years.
●
The key terms of the warrants were:
●
●
Tranche A warrants can be exercised at any time during the term of the loan for 37,500,000 shares; and
Tranche B warrants can be exercised during the term of the loan once shareholder approval has been obtained,
for 10,000,000 shares.
In the consolidated entity’s financial statements for the year ended 30 June 2021, the loan facility was measured at
amortised cost. Instead, the liability should comprise two components being the host debt liability and a derivative
liability component for the conversion feature of the warrants. The derivative liability should be fair valued on initial
inception (being 29 September 2020) and at each subsequent reporting date, with any movement in fair value
charged/credited directly to profit or loss.
Applying the correct accounting treatment, at inception, the host debt liability should initially be carried at $4,225,611
and interest should subsequently be charged using an effective interest rate of 14.74%. At inception date, a
derivative liability with a fair value of $774,389 should be recognised and subsequently fair valued at each reporting
date.
As a result, Management have restated the comparatives and the following adjustments have been recorded:
●
the recognition of a gain of $122,562 in profit or loss representing the fair value movement in the derivative
liability from the date of inception to 30 June 2021;
the recognition of an expense of $491,312 in profit or loss representing the additional interest expense on
borrowings for the year ended 30 June 2021;
the recognition of a derivative liability of $651,827 representing the fair value of the derivative liability as at 30
June 2021; and
a reduction in the carrying value of borrowings from $5,057,329 to $4,777,252 at 30 June 2021, representing
the remeasurement of borrowings at inception plus interest.
●
●
●
Correction of a material error in accounting treatment of right-of-use assets and fixed assets
The consolidated entity received an information request from ASIC regarding ‘reversals of impairments’ at 30 June
2021 and their interpretation of AASB136 'Impairment of Assets', which stated specifically:
(a) Under paragraph 110 of AASB136, an entity only estimates the recoverable amount of an asset when there
are indications that an impairment loss recognised in prior periods may no longer exist or may have decreased.
(b) Paragraph 111 of AASB136 also contains the minimum external and internal sources of information that entities
should consider when determining whether any of these indications are present.
(c) In ASIC’s view, the impairment loss reversal should not have been recognised because there is no indication
that the impairment loss(es) recognised in prior periods no longer exists.
Therefore, the Board has decided to reinstate the impairment that was previously reversed during the year ended
30 June 2021. As a result, comparatives have been restated, as follows:
●
increase accumulated losses by $4,500,875 as at 1 July 2020 to reinstate the impairment previously recognised
on right-of-use assets and property, plant and equipment;
reduce the carrying value of right-of-use assets by $3,658,589 at 30 June 2021, representing the reinstatement
of previously recognised impairment; and
reduce the carrying property, plant and equipment by $842,286 at 30 June 2021, representing the
reinstatement of previously recognised impairment.
●
●
These errors have been rectified by restating each of the affected financial statement line items for prior periods as
follows:
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 4. Restatement of comparatives (continued)
Statement of profit or loss and other comprehensive income
Extract
Expenses
Impairment of assets
Fair value gain on derivatives
Finance costs
Consolidated
2021
$
$
2021
$
Reported Adjustment Restated
2,274,070
-
(1,806,215)
(4,500,875)
122,562
(494,312)
(2,226,805)
122,562
(2,300,527)
Loss before income tax expense
(4,412,242)
(4,872,625)
(9,284,867)
Income tax expense
-
-
-
Loss after income tax expense for the year attributable to the
owners of Oliver's Real Food Limited
(4,412,242)
(4,872,625)
(9,284,867)
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
(4,412,242)
(4,872,625)
(9,284,867)
Basic earnings per share
Diluted earnings per share
Cents
Cents
Cents
Reported Adjustment Restated
(1.54)
(0.35)
(1.69)
(2.88)
(3.23)
(3.23)
Diluted earnings per share was also adjusted to exclude options and warrants that were anti-dilutive.
Statement of financial position at the beginning of the earliest comparative period
Extract
Assets
Non-current assets
Intangibles
Total non-current assets
Total assets
Net liabilities
Equity
Accumulated losses
Total deficiency in equity
Consolidated
1 July 2020
$
1 July 2020
$
$
Reported Adjustment Restated
2,635,769
29,510,161
(500,000)
2,135,769
(500,000) 29,010,161
33,016,126
(500,000) 32,516,126
(4,284,001)
(500,000)
(4,784,001)
(35,818,429)
(500,000) (36,318,429)
(4,284,001)
(500,000)
(4,784,001)
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 4. Restatement of comparatives (continued)
Statement of financial position at the end of the earliest comparative period
Extract
Assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangibles
Total non-current assets
Total assets
Liabilities
Non-current liabilities
Borrowings
Derivative financial instruments
Total non-current liabilities
Total liabilities
Net liabilities
Equity
Accumulated losses
Consolidated
2021
$
$
2021
$
Reported Adjustment Restated
5,101,927
21,009,391
2,037,697
28,868,451
(842,286)
4,259,641
(3,658,589) 17,350,802
1,537,697
(5,000,875) 23,867,576
(500,000)
32,302,716
(5,000,875) 27,301,841
5,057,329
-
30,075,494
4,777,252
(280,077)
651,827
651,827
371,750 30,447,244
38,354,983
371,750 38,726,733
(6,052,267)
(5,372,625) (11,424,892)
(40,230,671)
(5,372,625) (45,603,296)
Total deficiency in equity
(6,052,267)
(5,372,625) (11,424,892)
Reclassification of certain comparatives
Certain comparatives have been realigned to agree with current year presentation. There was no net effect on the
loss or net deficiency in equity.
Note 5. Operating segments
Identification of reportable operating segments
The consolidated entity is organised into one operating segment being Quick Service Restaurants in Australia.
These operating segments are 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. There is no aggregation of operating segments.
The CODM reviews EBITDAI (earnings before interest, tax, depreciation, amortisation and impairment). The
accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial
statements.
The information reported to the CODM is on a monthly basis.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 5. Operating segments (continued)
Net loss after tax
Add: Depreciation and amortisation expense
Add: Impairment of assets
Add: Finance costs
Less: Interest revenue
Less: Writeback of liability on termination of property lease
Less: Writeback of impairment
EBITDAI
Note 6. Revenue
Revenue from contracts with customers
Revenue from sale of goods - retail
Other revenue
Royalties
Rent
Other revenue
Revenue
Consolidated
2022
$
2021
$
(11,669,877)
2,754,667
11,282,254
1,647,010
(2,407)
(2,472,949)
(1,569,802)
(9,284,867)
5,034,145
2,226,805
2,300,527
(2,353)
-
-
(31,104)
274,257
Consolidated
2022
$
2021
$
19,107,156 28,096,223
333,681
20,250
22,977
376,908
-
7,200
74,557
81,757
19,484,064 28,177,980
Disaggregation of revenue
Revenue from the sale of goods and royalties are generated from the sale of food and beverage generated in
Australia and recognised when the goods are transferred at a point in time.
Note 7. Other income
Government grants - JobSaver/JobKeeper **
Rent concessions
Miscellaneous income
Other income
** This income was Government grants that was Covid19 related and is not expected in future years
Consolidated
2022
$
2021
$
1,626,940
566,200
16,076
4,433,773
690,785
242,844
2,209,216
5,367,402
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 8. Expenses
Loss before income tax includes the following specific expenses:
Depreciation and amortisation
Property, plant and equipment (note 13)
Motor vehicles right-of-use assets
Right-of-use assets property(note 14)
Intangibles (note 15)
Total depreciation and amortisation
Impairment split
Property, plant and equipment (note 13)
Right-of-use asset (note 14)
Intangibles (note 15)
Impairment writeback of Victorian Stores (Note 14,26)
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Interest on derivative financial instruments
Bad and doubtful debts
Finance costs expensed
Leases
Short-term lease payments
Superannuation expense
Defined contribution superannuation expense
Share-based payments expense
Share-based payments expense
Note 9. Income tax expense
Consolidated
2022
$
2021
$
669,201
3,835
1,445,946
635,685
1,191,991
-
3,110,313
731,841
2,754,667
5,034,145
1,167,421
10,070,793
44,039
(1,569,276)
157,628
2,069,177
-
-
9,712,977
2,226,805
567,775
878,102
280,077
(78,944)
487,162
1,308,349
494,312
10,704
1,647,010
2,300,527
46,962
-
712,110
1,058,113
(44,262)
51,524
Consolidated
2022
$
2021
$
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(11,669,877)
(9,284,867)
Tax at the statutory tax rate of 25% (2021: 26%)
(2,917,469)
(2,414,065)
Current year tax losses and temporary differences not recognised
2,917,469
2,414,065
Income tax expense
-
-
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 9. Income tax expense (continued)
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 25%
Consolidated
2022
$
2021
$
32,422,759 25,253,642
8,105,690
6,313,411
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These
tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same
business test is passed.
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Allowance for expected credit losses
Employee benefits
Provision for lease make good
Accrued expenses
Total deferred tax assets not recognised
Consolidated
2022
$
2021
$
(11,725)
(54,739)
(5,074)
40,136
1,156
(10,178)
(13,089)
66,797
(31,402)
44,686
The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been
recognised in the statement of financial position as the recovery of this benefit is uncertain.
Note 10. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
Note 11. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
40
Consolidated
2022
$
2021
$
126,124
99,260
123,062
1,451,587
225,384
1,574,649
Consolidated
2022
$
2021
$
112,929
(3,000)
109,929
969,934
(49,900)
920,034
99,300
168,740
209,229
1,088,774
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 11. Trade and other receivables (continued)
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
Under three months overdue
Three to six months overdue
Over six months overdue
Gross
carrying
amount
2022
$
Gross
carrying
amount
2021
$
Allowance for expected
credit losses
2022
$
2021
$
155,848
12,049
30,588
13,744
691,215
143,213
210,387
93,859
-
-
-
3,000
-
-
-
49,900
212,229
1,138,674
3,000
49,900
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Unused amounts reversed
Closing balance
Note 12. Other assets
Current assets
Prepayments
Non-current assets
Rental bonds
Consolidated
2022
$
2021
$
49,900
-
(46,900)
45,273
4,627
-
3,000
49,900
Consolidated
2022
$
2021
$
153,194
210,190
124,965
147,905
278,159
358,095
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Notes to the financial statements
30 June 2022
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
2022
$
2021
$
-
426,955
6,981,353
(2,814,503)
(2,755,054)
1,411,796
7,464,761
(2,536,858)
(2,442,959)
2,484,944
5,806,940
(3,459,972)
(1,625,930)
721,038
5,708,257
(2,823,422)
(1,561,333)
1,323,502
122,491
(71,393)
51,098
69,621
(45,381)
24,240
2,183,932
4,259,641
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 2020
Additions
Disposals
Impairment of assets
Transfers out
Depreciation expense
Balance at 30 June 2021
Additions
Disposals
Impairment of assets
Transfers in (out)
Depreciation expense
Land
$
Leasehold
improvements equipment
Plant and
$
$
Motor
vehicles
$
Total
$
426,955
-
-
-
-
-
426,955
-
(426,955)
-
-
-
3,153,734
14,916
(56,563)
(84,462)
-
(542,681)
2,484,944
42,670
(46,750)
(826,999)
103,095
(345,164)
2,114,070
118,475
(260,630)
(73,166)
-
(575,247)
1,323,502
180,683
(22,102)
(340,422)
(103,095)
(317,528)
437,338
-
(348,082)
-
9,047
(74,063)
6,132,097
133,391
(665,275)
(157,628)
9,047
(1,191,991)
24,240
-
(513)
-
33,880
(6,509)
4,259,641
223,353
(496,320)
(1,167,421)
33,880
(669,201)
Balance at 30 June 2022
-
1,411,796
721,038
51,098
2,183,932
Refer to note 26 for further information on impairment of assets.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 14. Right-of-use assets
Non-current assets
Motor vehicles - right-of-use
Less: Accumulated depreciation
Lease of premises - right-of-use
Less: Accumulated depreciation
Less: Impairment
Consolidated
2022
$
2021
$
-
-
-
61,355
(21,091)
40,264
(6,621,331)
(13,538,933)
26,563,315 31,254,067
(5,766,988)
(8,176,541)
6,403,051 17,310,538
6,403,051 17,350,802
Additions to the right-of-use assets during the year were $631,171.
The consolidated entity leases land and buildings for its offices, warehouses and retail outlets under agreements of
between 1 to 20 years with, in some cases, options to extend. The leases have various escalation clauses. On
renewal, the terms of the leases are renegotiated.
The consolidated entity leases office equipment under agreements of less than 12 months. These leases are either
short-term or low-value, so have been expensed as incurred and not capitalised as right-of-use assets.
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 2020
Transfers In from PPE
Disposals
Impairment of assets
Re-measurement of leases
Depreciation expense
Balance at 30 June 2021
Disposals
Change of lease term adjustments
Impairment of assets
Writeback of Impairments
Re-measurement of leases
Depreciation expense
Motor
vehicles
$
Lease of
premises
$
Equipment
hire
$
Total
$
675,486 19,614,719
-
-
(2,069,177)
2,736,325
(2,971,329)
(9,047)
(504,363)
-
-
(121,812)
39,960 20,330,165
4,943
13,990
(541,141)
(36,778)
(2,069,177)
-
2,736,325
-
(3,110,313)
(17,172)
40,264 17,310,538
(36,430)
(11,572)
-
(1,579,623)
- (10,070,793)
1,569,276
-
-
631,171
(1,445,946)
(3,834)
- 17,350,802
(48,002)
-
-
(1,579,623)
- (10,070,793)
1,569,276
-
631,171
-
(1,449,780)
-
Balance at 30 June 2022
-
6,403,051
-
6,403,051
Refer to note 26 for further information on impairment of assets.
For other lease related disclosures, refer to the following:
●
●
●
●
note 8 for details of interest on lease liabilities and other short-term and low-value lease expenses;
note 18 for lease liabilities at the end of the reporting period;
note 27 for undiscounted future lease commitments; and
statement of cash flows for repayment of lease liabilities.
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Notes to the financial statements
30 June 2022
Note 15. Intangibles
Non-current assets
Software - at cost
Less: Accumulated amortisation
Reacquired rights - at cost
Less: Accumulated amortisation
Less: Impairment
Consolidated
2022
$
2021
$
295,112
(50,938)
244,174
984,882
(669,688)
315,194
3,258,000
(2,518,544)
(44,039)
695,417
3,258,000
(2,035,497)
-
1,222,503
939,591
1,537,697
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are
set out below:
Software
$
Reacquired
rights
$
Total
$
430,219
133,769
(248,794)
1,705,550
-
(483,047)
2,135,769
133,769
(731,841)
315,194
130,986
(49,368)
-
(152,638)
1,222,503
-
-
(44,039)
(483,047)
1,537,697
130,986
(49,368)
(44,039)
(635,685)
244,174
695,417
939,591
Consolidated
2022
$
2021
$
1,846,662
872,198
1,112,234
634,510
1,959,458
636,619
513,258
1,683,776
4,465,604
4,793,111
Consolidated
Balance at 1 July 2020
Additions
Amortisation expense
Balance at 30 June 2021
Additions
Disposals
Impairment of assets
Amortisation expense
Balance at 30 June 2022
Refer to note 26 for further information on impairment of assets.
Note 16. Trade and other payables
Current liabilities
Trade payables
Accrued expenses
GST payable
Other payables
Refer to note 27 for further information on financial instruments.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 17. Borrowings
Current liabilities
Loan from Safety Factor Aviation Pty Ltd - secured
Insurance premium funding - unsecured (1)
Loan from related party - Green Superannuation Fund - secured (2)
Non-current liabilities
Loan from third party - Pure Asset Management - secured (3)
Loan from related party - Gelba Pty. Limited - secured (4)
Loan from related party - Michael and Suzanne Gregg - secured (4)
Revolving line of credit from related party - Gelba Pty. Limited (5)
Revolving line of credit from related party - Michael and Suzanne Gregg (5)
Capitalised borrowing costs
Consolidated
2022
$
2021
$
-
89,530
300,160
337,202
143,404
-
389,690
480,606
-
1,500,000
3,500,000
1,980,000
1,520,000
(41,667)
4,852,252
-
-
-
-
(75,000)
8,458,333
4,777,252
8,848,023
5,257,858
Refer to note 27 for further information on financial instruments.
(1) Insurance premium funding is payable in monthly instalments and carries an interest rate of 7.2% (2021:
3.59%) variable. This facility is unsecured.
(2) Loan is associated with Martin Green who is a trustee and member of the Green Superannuation Fund and is
at a rate of 6% per annum. This facility is secured by a fixed and floating charge of the assets of the
company.
(3) The Pure Asset Management loan in the prior period was for $5,000,000 on a 36 month term. The terms of
this facility included an interest rate of 10.5% per annum. “The facility also provides for the lender to convert
their loan and interest by issue of warrants that would be price at the lower of $0.12 or an adjusted price if the
Company issues equity securities exceeding 15% of the existing number of shares, subject to relevant
shareholder approvals and/or available listing rule 7.1 or 7.1A issue capacity.
To support the above, the facility included the issue of warrants in two tranches: (i) 37,500,000 Warrant
Shares to be issued out of the Company’s existing ASX Listing Rule 7.1 capacity; and (ii) 10,000,000 Warrant
Shares to be issued, which were approved, at the Annual General Meeting ('AGM') on 22 January 2021.
On 19 October 2021, the facility (excluding the warrants) was assigned to Gelba Pty. Limited (an entity of
which Martin Green, is a director and minority shareholder) and Michael and Suzanne Gregg for $5,268,160,
of which $268,160 represents accrued interest.
The assignment of the loan facility to Gelba Pty. Limited and Michael and Suzanne Gregg is a substantial
modification under AASB 9 'Financial Instruments', which requires the original loan to be de-recognised on
the date it was settled and a new liability recognised, with any difference recognised in profit or loss.
There is no change in the 47,500,000 warrants held by Pure Asset Management and the terms that were
approved by shareholders.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 17. Borrowings (continued)
(4) During the financial year, the consolidated entity entered into a new facility agreement with Gelba Pty.
Limited and Michael and Suzanne Gregg for the assignment of the Pure Asset Management loan of
$5,000,000. The initial term was two years from assignment date with an interest rate of 6% (linked to the 90
days BBSY) and reviewed quarterly and payable quarterly in arrears. At the AGM held on 22 January 2022,
the interest rate was approved to be changed to 5.25% per annum calculated daily and payable quarterly in
arrears maturing 30 September 2028. Repayment of $250,000 per quarter from 1 October 2023 with the first
repayment due 31 December 2023.
As per Pure Asset Management loan agreement, this facility is secured, namely first ranking security over
assets of the consolidated entity.
(5) The consolidated entity also entered into a $1,500,000 revolving line of credit with Gelba Pty. Limited and
Michael and Suzanne Gregg to support the consolidated entity 's working capital requirements due to
COVID-19 lockdown restrictions. The initial term was two years with an interest rate of 6% (linked to the 90
days BBSY) and reviewed quarterly. At the AGM held on 22 January 2022, shareholders approved the facility
at an interest rate of 5.25% per annum calculated daily and payable monthly in arrears maturing 30
September 2023.
During the financial year a further $3,000,000 was approved, bringing the total unsecured revolving line of
credit to $4,500,000 at an interest rate of 5.25% per annum calculated daily and payable monthly in arrears
maturing 30 September 2023. In 27 September an additional $1 million was approved, making the total
unsecured revolving line of credit to $5,500,000.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
Loan from third party - Pure Asset Management
Loan from related party - Gelba Pty. Limited
Loan from related party - Michael and Suzanne Gregg
Revolving line of credit from related party - Gelba Pty. Limited
Revolving line of credit from related party - Michael and Suzanne Gregg
Used at the reporting date
Loan from third party - Pure Asset Management
Loan from related party - Gelba Pty. Limited
Loan from related party - Michael and Suzanne Gregg
Revolving line of credit from related party - Gelba Pty. Limited
Revolving line of credit from related party - Michael and Suzanne Gregg
Unused at the reporting date
Loan from third party - Pure Asset Management
Loan from related party - Gelba Pty. Limited
Loan from related party - Michael and Suzanne Gregg
Revolving line of credit from related party - Gelba Pty. Limited
Revolving line of credit from related party - Michael and Suzanne Gregg
Consolidated
2022
$
2021
$
-
1,500,000
3,500,000
3,380,000
2,120,000
10,500,000
4,852,252
-
-
-
-
4,852,252
-
1,500,000
3,500,000
1,980,000
1,520,000
8,500,000
4,852,252
-
-
-
-
4,852,252
-
-
-
1,400,000
600,000
2,000,000
-
-
-
-
-
-
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 18. Lease liabilities
Current liabilities
Lease liability
Non-current liabilities
Lease liability
Refer to note 27 for further information on financial instruments.
Note 19. Derivative financial instruments
Non-current liabilities
Financial derivative - warrants
Refer to note 27 for further information on financial instruments.
Refer to note 28 for further information on fair value measurement.
Note 20. Provisions
Non-current liabilities
Lease make good
Consolidated
2022
$
2021
$
2,578,695
2,575,444
17,483,854 24,451,942
20,062,549 27,027,386
Consolidated
2022
$
2021
$
19,550
651,827
Consolidated
2022
$
2021
$
438,244
458,540
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 - 2022
Carrying amount at the start of the year
Unused amounts reversed
Carrying amount at the end of the year
47
Lease Make
Good
$
458,540
(20,296)
438,244
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 21. Issued capital
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Consolidated
2022
2021
Shares
Shares
2022
$
2021
$
Ordinary shares - fully paid
360,731,917 360,731,917 34,061,382 34,061,382
Movements in ordinary share capital
Details
Date
Shares
$
Balance
Issue of shares via share placement
Issue of shares via share placement
Balance
Balance
1 July 2020
18 March 2021
24 May 2021
270,731,917 31,361,382
40,000,000 1,200,000
50,000,000 1,500,000
30 June 2021
360,731,917 34,061,382
30 June 2022
360,731,917 34,061,382
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to
shareholders should the company be wound up in proportions that consider both the number of shares held and
the extent to which those shares are paid up. 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 buy-back
There is no current on-market share buy-back.
Share warrants
The consolidated entity 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.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
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.
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority
in all capital risk management decisions. There have been no events of default on the financing arrangements
during the financial year.
The capital risk management policy remains unchanged from the 2021 Annual Report.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 22. Reserves
Share-based payments reserve
Consolidated
2022
$
2021
$
-
117,022
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 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.
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 2020
Share-based payments
Expired share options
Balance at 30 June 2021
Expired share options
Balance at 30 June 2022
Note 23. Dividends
Share-based
payments
$
173,046
51,524
(107,548)
117,022
(117,022)
-
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 24. Loss per share
Consolidated
2022
$
2021
$
Loss after income tax attributable to the owners of Oliver's Real Food Limited
(11,669,877)
(9,284,867)
Weighted average number of ordinary shares used in calculating basic earnings per
share
360,731,917
287,385,469
Weighted average number of ordinary shares used in calculating diluted earnings per
share
360,731,917
287,385,469
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
Cents
(3.24)
(3.24)
(3.23)
(3.23)
Nil (2021: 4,000,000) options and 47,500,000 (2021: 47,500,000) warrants have been excluded from the calculation
of diluted earnings per share, as they are anti-dilutive.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 25. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax expense for the year
(11,669,877)
(9,284,867)
Consolidated
2022
$
2021
$
Adjustments for:
Depreciation and amortisation
Impairment of assets
Net loss on disposal of property, plant and equipment
Share-based payments
Vender loan statute barred
Fair value gain on derivatives
Finance costs - unwind
Writeback of ROU liability terminated Leases
Reversal of impairments
Rental Waivers
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease in inventories - stock on hand
Decrease in prepayments
Decrease in other operating assets
Decrease in trade and other payables
Decrease in employee benefits
Increase/(decrease) in other operating liabilities
Net cash used in operating activities
Changes in liabilities arising from financing activities
2,754,667
11,282,254
192,129
(44,262)
-
(632,277)
280,077
(2,472,949)
(1,569,276)
(566,200)
5,034,145
2,226,805
179,748
(51,524)
(200,000)
(122,562)
491,312
-
-
-
879,402
67,548
56,996
22,940
(327,507)
(121,848)
4,463
(109,598)
730,596
67,048
(306,835)
(1,157,532)
(228,595)
(96,550)
(1,863,720)
(2,828,409)
Consolidated
Balance at 1 July 2020
Net cash from/(used in)
financing activities
Lease remeasurement
Interest
Balance at 30 June 2021
Net cash from/(used in)
financing activities
Lease remeasurement
Termination of leases
Other changes
(3,104,237)
(1,388,551)
(2,472,049)
-
Balance at 30 June 2022
20,062,549
Lease
liabilities
$
Bank
loans
$
Related
Insurance
premium
funding borrowings borrowings ment
Pure Asset
Manage-
Third party
party
$
$
$
$
Total
$
27,642,434 975,000 229,219
481,630
200,000
- 29,528,283
(2,222,718)
1,607,670
-
(975,000)
-
-
(85,815)
-
-
(144,428)
-
-
(200,000)
-
-
5,000,000
1,372,039
- 1,607,670
132,329
132,329
27,027,386
- 143,404
337,202
- 5,132,329 32,640,321
-
-
-
-
-
5,185
-
-
(59,059)
8,514,433
-
-
21,988
89,530 8,873,623
-
-
-
-
-
(5,132,329)
283,052
- (1,388,551)
- (2,472,049)
(37,071)
-
- 29,025,702
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Notes to the financial statements
30 June 2022
Note 26. Impairment testing
The consolidated entity assesses impairment of non-financial assets, except indefinite life intangible assets, at each
reporting period 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. As a result of the
losses incurred by the consolidated entity during the financial year ended 30 June 2022, an indicator of impairment
was triggered, and management performed impairment testing on the cash generating unit ('CGU') to which the
assets belong as at 31 December 2021. An impairment exists when the carrying amount of the CGU exceeds its
recoverable amount. The recoverable amount was then reassessed as at 30 June 2022.
Assets have been allocated to 24 CGU's. The consolidated entity has determined that the CGU's represent each
standalone quick service restaurant within the store network on the basis that each store generates cash flows
independent of each other stores. Similarly, the financial results of the consolidated entity are reported on a store-
by-store basis and decisions to continue or dispose of assets are made at this same level.
The recoverable amount of the CGU has been determined by using value-in-use ('VIU') calculations. The VIU
calculations use cash flow projections based on financial budgets approved by management and the Board of
Directors covering the remaining lease period of each CGU.
Key assumptions used in the impairment testing
Assumption
Amount
Discount rate
Revenue growth rate year 1
Revenue growth rate year 2
Revenue growth rate year 3 - 5
Average budgeted cost of sales (% of revenue)
Average budgeted labour costs (% of revenue)
Budgeted capital expenditure
16.25% -17.5%
Forecasted to return to Pre-COVID-19 2019 trading
conditions.
15%
3%
37%
38%
$10,000
Impairment testing results
As at 31 December 2021, the consolidated entity impaired assets totalling $9,992,880 arose in 20 of the 24 CGU's,
including $7,243,474 for the full impairment of the Victorian store network. When the 31 December 2021 Interim
Report was issued, the Board believed that all Victorian stores, except Euroa, would be closed. Following an
extensive operational review in June 2022, a decision was made to continue to operate four of the Victorian stores,
Officer Inbound and Outbound and Wallan Northbound and Southbound. This turnaround was on the basis that
there are strong prospects for these stores (including current trading conditions, turnaround factors and are currently
generating cash flows higher than forecasted in this previous reporting period). As a result, under AASB 136
'Impairment of Assets', this has led to a “significant favourable change” that has occurred in the extent to which an
asset is used. Therefore, $nil of impairments relating to those four stores has now been reversed. Refer to note 8
for the impairment charge in profit or loss.
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Notes to the financial statements
30 June 2022
Note 26. Impairment testing (continued)
The following table details the impairment loss by CGU and asset category:
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F
CGU # CGU Name
Impairment
of right-of-
use
assets
$
Impairment
of property,
plant &
equipment
$
Impairment
of franchise
rights
$
Writeback of
impairment
of right-of-
use
assets
$
Total
impairment
$
Recoverable
amount
(VIU)
$
# 1
# 2
# 3
# 4
# 5
# 6
# 7
# 8
# 9
# 10
# 11
# 12
# 13
# 14
# 15
# 16
# 17
# 18
# 19
# 20
# 21
# 22
# 23
# 24
Ballarat
Bulahdelah
Chinderah
Coffs Harbour
Eastlink Inbound
Eastlink Outbound
Euroa
Ferry Park
Geelong Northbound
Geelong Southbound
Goulbourn
Gundagai
Hexham
Lithgow
Maryborough
Officer Inbound
Officer Outbound
Penn Inbound
Penn Outbound
Port Macquarie
Wallan North
Wallan South
Wyong North
Wyong South
34,053
260,816
917,661
228,869
602,613
1,001,641
-
61,674
650,475
400,244
106,826
286,730
133,720
460,100
586,488
414,206
414,622
644,042
628,580
700,005
881,222
457,995
120,438
77,775
(3,766)
109,924
39,773
31,358
16,219
46,634
-
-
39,869
34,313
-
-
131,615
41,282
23,167
39,065
55,984
52,421
48,724
35,427
215,472
(21,812)
139,801
91,950
-
-
-
17,210
-
-
-
-
-
-
-
-
26,829
-
-
-
-
-
-
-
-
-
-
-
30,287
-
-
370,740 1,007,839
-
-
957,434
-
109,665
277,437
-
-
-
618,832
-
- 1,048,275
863,362
-
-
205,657
61,674
-
-
690,344
-
-
434,557
-
106,826
-
617,838
286,730 1,442,817
-
-
292,164
-
298,982
501,382
-
428,328
609,655
-
75,416
246,251
(207,020)
242,246
127,661
(342,945)
-
696,463
-
677,304
-
-
735,432 2,060,564
-
215,472
(881,222)
936,388
152,196
297,568
(138,615)
260,239 1,237,503
-
767,074
169,725
-
10,070,795 1,167,420
44,039
(1,569,802) 9,712,452 10,445,875
Sensitivity
As a result of the uncertainty surrounding the current trading situation with border closures and trading restrictions,
the consolidated entity performed some sensitivity analysis on the impairment calculations presented in these
financial statements. In the event the stores trading number improved by 10%, the reduction in the impairment
calculated amounts to $1,758,583, however, should there be a further decline in revenue to the extent of 10%, there
would be the need to further impair an additional $1,186,247. This would be distributed proportionally between
property, plant and equipment 40%, and right-of-use- assets 60%, however this may vary depending on the
particular stores involved.
Notwithstanding the above, the carrying values in respect of the CGU 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.
Note 27. 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 different methods to measure different
types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and other
price risks and ageing analysis for credit risk.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 27. Financial instruments (continued)
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 manages financial risks
within the consolidated entity. Finance reports to the Board on a monthly basis.
Market risk
The consolidated entity is not exposed to any significant foreign currency risk.
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 related parties outstanding were $8,500,000, with interest rate of 5.25%, are
interest only payment loans with quarterly cash outlays of $111,562 to service the interest payments. (2021: Pure
Asset Management outstanding were $5,132,329 outstanding fixed at 10.5% interest). An official increase/decrease
in interest rates of 100 basis points (2021: 100 basis points) would have an adverse/favourable effect on profit
before tax of $85,000 (2021: $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 one 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.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 27. Financial instruments (continued)
Financing arrangements
Unused borrowing facilities at the reporting date:
Revolving line of credit from related party - Gelba Pty. Limited
Revolving line of credit from related party - Michael and Suzanne Gregg
Consolidated
2022
$
2021
$
1,400,000
600,000
2,000,000
-
-
-
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 - 2022
Non-derivatives
Non-interest bearing
Trade payables
Accruals
Other payables
GST Payment plan
Interest-bearing - variable
Other loans
Insurance premium funding
Interest-bearing - fixed rate
Related party loans
Lease liability
Total non-derivatives
Derivatives
Warrants
Total derivatives
Weighted
average
interest rate
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Remaining
contractual
maturities
$
Over 5 years
$
-
-
-
-
1,846,662
872,198
634,510
945,522
-
-
-
166,712
6.00%
7.20%
300,160
89,530
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,846,662
872,198
634,510
1,112,234
300,160
89,530
5.25%
3.69%
-
2,578,695
7,267,277
4,499,750
1,921,662
6,588,124
1,000,000
8,500,000
3,000,250
4,671,590 10,890,602 20,062,549
5,671,590 13,890,852 33,417,843
-
-
-
19,550
19,550
-
-
-
-
19,550
19,550
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 27. Financial instruments (continued)
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Consolidated - 2021
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Interest-bearing - variable
Other loans
Insurance premium funding
Interest-bearing - fixed rate
Pure Asset Management loan
Lease liability
Total non-derivatives
Derivatives
Warrants
Total derivatives
Weighted
average
interest rate
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Remaining
contractual
maturities
$
Over 5 years
$
-
-
1,959,458
1,683,776
6.00%
3.59%
337,202
143,404
-
-
-
-
-
-
-
-
-
-
-
-
1,959,458
1,683,776
337,202
143,404
10.50%
3.69%
525,000
2,450,730
7,099,570
525,000
5,131,250
6,181,250
5,796,593 15,205,920 25,918,439
2,465,196
2,990,196 10,927,843 15,205,920 36,223,529
-
-
-
-
-
-
651,827
651,827
-
-
651,827
651,827
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
Note 28. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using
a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 2022
Liabilities
Derivative financial instruments
Total liabilities
Consolidated - 2021
Liabilities
Derivative financial instruments
Total liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
Level 1
$
-
-
-
-
-
-
19,550
19,550
19,550
19,550
Level 2
$
Level 3
$
Total
$
-
-
651,827
651,827
651,827
651,827
There were no transfers between levels during the financial year.
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate
their fair values due to their short-term nature.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 28. Fair value measurement (continued)
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current
market interest rate that is available for similar financial liabilities.
Valuation techniques for fair value measurements categorised within level 2 and level 3
Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises
the use of observable market data where it is available and relies as little as possible on entity specific estimates.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2020
Additions
Gains recognised in profit or loss
Balance at 30 June 2021
Gains recognised in profit or loss
Balance at 30 June 2022
Derivative
financial
instruments
$
-
(774,389)
122,562
(651,827)
632,277
(19,550)
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Description
Unobservable inputs (weighted average)
Sensitivity
Range
Derivative financial
instruments
Discount rate
25%
Volatility
108.5%
10% increase in discount rate, would
change fair value by ($13,601).
10% decrease on discount rate, change fair
value by $12,044.
10% increase in volatility rate, would change
fair value by ($28,949).
10% decrease on discount rate, change fair
value by $12,044
Note 29. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty
Ltd, the auditor of the company:
Consolidated
2022
$
2021
$
Audit services - Grant Thornton Audit Pty Ltd (2021: Bishop Collins Audit Pty Ltd)
Audit or review of the financial statements
230,200
185,000
Note 30. Contingent liabilities
The consolidated entity has given bank guarantees as at 30 June 2022 of $305,891 (2021: $571,531) to various
landlords.
56
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 31. Related party transactions
Parent entity
Oliver's Real Food Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Key management personnel
Disclosures relating to key management personnel are set out in note 32 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 related parties
Consolidated
2022
$
2021
$
348,694
24,843
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 Safety Factor Aviation Pty Ltd - a company solely owned by former director
Jason Gunn
Loan from Green Superannuation Fund - Martin Green is a trustee and member of the
Fund
Non-current borrowings:
Loan from Gelba Pty. Limited - Martin Green is director and minority shareholder
Loan from Michael and Suzanne Gregg - shareholder of Oliver's Real Foods Limited
Revolving line of credit from Gelba Pty. Limited
Revolving line of credit from Michael and Suzanne Gregg
1,500,000
3,500,000
1,980,000
1,520,000
Terms and conditions
For further details on the loans and revolving lines of credit refer to note 17.
Note 32. Key management personnel disclosures
Consolidated
2022
$
2021
$
-
337,202
300,160
-
-
-
-
-
Refer to the Remuneration report contained in the Directors' report for details of the remuneration to each key
management personnel for the year ended 30 June 2022.
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 32. 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
Share-based payments
Note 33. Interests in subsidiaries
Consolidated
2022
$
2021
$
604,052
42,381
-
724,365
38,024
44,362
646,433
806,751
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Name
Fresh Food Services NSW Pty Limited
Fresh Food Services QLD Pty Limited
Fresh Food Services VIC Pty Limited
Gundagai Properties Pty Ltd
Oliver's Ballarat Pty Ltd
Oliver's Bulahdelah Pty Ltd
Oliver's Chinderah Pty Limited
Oliver's Coffs Pty Limited
Oliver's Corporate Pty Ltd
Oliver's East-Link Inbound Pty Limited
Oliver's East-Link Outbound Pty Limited
Oliver's Employment Services Pty Ltd
Oliver's Euroa Pty Limited
Oliver's Ferry Park Pty Limited
Oliver's Geelong Northbound Pty Limited
Oliver's Geelong Southbound Pty Limited
Oliver's Gundagai Pty Limited
Oliver's Hexham Pty Limited
Oliver's Lithgow Pty Limited
Oliver's Maitland Road Pty Limited
Oliver's Maryborough Pty Limited
Oliver's Merino Pty Limited
Oliver's Officer Inbound Pty Ltd
Oliver's Officer Outbound Pty Ltd
Oliver's Penn-Link Inbound Pty Limited
Oliver's Penn-Link Outbound Pty Limited
Oliver's Port Macquarie Pty Limited
Oliver's Wallan Northbound Pty Ltd
Oliver's Wallan Southbound Pty Ltd
Oliver's Wyong Northbound Pty Ltd
Oliver's Wyong Southbound Pty Limited
Silver Dog Pty Ltd
Principal place of business /
Country of incorporation
Ownership interest
2021
%
2022
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
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Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 34. Share-based payments
Executive Share Option Plan
Share options are granted to Executives under the Oliver’s Employee Incentive Plan to take up ordinary shares at
a pre-determined exercise price. The options hold no voting or dividend rights and are not transferable.
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 their employment with the consolidated entity.
The 2,000,000 options would have vested, had they not expired, when the share price doubled from $0.022 to
$0.044 and there are two consecutive quarters of positive EBITDA.
Set out below are summaries of options granted under the plan:
Weighted
average
exercise
price
2022
Weighted
average
exercise
price
2021
Number of
options
2021
Number of
options
2022
Outstanding at the beginning of the financial year
Expired
Granted 22 January 2021
2,000,000
(2,000,000)
-
$0.280
$0.280
$0.000
300,000
(300,000)
2,000,000
$0.300
$0.300
$0.028
Outstanding at the end of the financial year
-
$0.280
2,000,000
$0.280
Note 35. Parent entity information
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 deficiency in equity
59
Parent
2022
$
2021
$
(11,669,878)
(9,284,866)
(11,669,878)
(9,284,866)
Parent
2022
$
2021
$
1,080,911
3,434,265
11,038,341 27,301,841
7,782,297
8,279,488
34,250,132 38,726,732
34,061,382 34,061,382
117,022
-
(57,273,173) (45,603,295)
(23,211,791) (11,424,891)
Oliver's Real Food Limited
Notes to the financial statements
30 June 2022
Note 35. Parent entity information (continued)
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 2022 and 30 June
2021.
Contingent liabilities
Except for the bank guarantees as detailed in note 30, the parent entity has no other contingent liabilities as at 30
June 2022 and 30 June 2021.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June
2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note
2, except for the following:
●
●
Investments in subsidiaries 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.
Note 36. Events after the reporting period
Release from 6 Victorian store leases
The company advises negotiations with one of our Victorian landlords have concluded and that the consolidated
entity has been released from the following six leases:
- Geelong North and South
- Peninsula Inbound and Outbound
- Eastlink Inbound and Outbound
This is a significant and positive outcome for the company . As a result of this in the FY2023 first half results, there
will be a write-back of the remaining lease liabilities in relation to these stores. As the right-of-use and plant and
equipment assets for these six stores were fully impaired in FY2022, this will result in a writeback of $6,385,000.
This write-back will reduce current and non-current liabilities and improve our working capital shortfall by
approximately $500k.
The company has signed the Deeds of Release, and the outstanding rent owed was paid on 26 September 2022.
The company acknowledges the landlord's willingness to negotiate and to work with Oliver’s to find a commercial
outcome.
On 27 September 2022 the company obtained approval from their lenders for an increase in the unsecured revolving
current facility for an additional $1,000,000, making the facility $5,500,000. As at date of signing the facility was
drawn to $4,730,800.
No other matter or circumstance has arisen since 30 June 2022 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.
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Oliver's Real Food Limited
Directors' declaration
30 June 2022
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 2 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 2022 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
___________________________
Martin Green
Chairman
14 October 2022
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Independent Auditor’s Report
To the Members of Oliver’s Real Food Limited
Report on the audit of the financial report
Opinion
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
We have audited the financial report of Oliver’s Real Food Limited (the Company) and its subsidiaries (the
Consolidated Entity), which comprises the consolidated statement of financial position as at 30 June 2022,
the consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies, and the Directors’
declaration.
In our opinion, the accompanying financial report of the Consolidated Entity is in accordance with the
Corporations Act 2001, including:
a giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2022 and of its
performance for the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Consolidated Entity in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers
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ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.
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Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that the Consolidated Entity incurred a
net loss of $11,669,878 during the year ended 30 June 2022, and as of that date, the Consolidated Entity’s
current liabilities exceeded its total assets by $6,701,385. As stated in Note 2, these events or conditions, along
with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast doubt on the
Consolidated Entity’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of property, plant and
equipment and right of use assets – note 26
AASB 136 Impairment of Assets requires entities to
assess at the end of each reporting period whether
there is any indication that an asset may be impaired.
The entity shall estimate the asset’s recoverable
amount if any indication exists.
The carrying amounts of the CGUs were assessed by
management for impairment by estimating their
recoverable amount using a value-in-use method per
AASB 136.
Further, four of the Victorian stores were assessed for
an impairment reversal due to significantly favourable
changes in the asset use under AASB 136.
Many judgements and estimates are involved in
determining the recoverable amount. These include but
are not limited to forecasting future cash flows and
applying an appropriate discount rate. Due to the
required judgements and estimates, we have
considered this a key audit matter.
Our procedures included, amongst others:
• Obtaining management's assessment of impairment
indicators under AASB 136 and reviewing for
reasonableness;
• Assessing management's assessment of the
Consolidated Entity's Cash Generating Units
(CGUs);
• Reviewing the impairment model for compliance
with AASB 136;
• Verifying the mathematical accuracy of the
underlying model calculations and assessing the
appropriateness of the methodologies applied;
• Reviewing the key inputs of the model and
corroborating key assumptions against supporting
documentation;
• Considering the appropriateness of revenue growth
assumptions in management's forecast of cash
flows in the current and future operating
environments;
• Engaging our internal valuation specialists to assess
the mechanics of the impairment model and
associated discount rate;
• Performing sensitivity analysis on the significant
inputs and assumptions made by management in
preparing the value-in-use calculation; and
• Assessing the adequacy of disclosures in the
financial report.
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Derivative financial instruments – note 4, note 19,
note 27 and note 28
On 29 September 2020, the Consolidated Entity
entered a facility agreement with Pure Asset
Management for $5,000,000. In addition, the
Consolidated Entity issued warrants in conjunction with
the loan facility.
On 19 October 2021, the facility was assigned to Gelba
Pty Ltd for $5,268,160, of which $268,160 represents
accrued interest. However, the warrants remained
issued to Pure Asset Management and, therefore, are
recorded at their fair value at the end of the reporting
period.
Given the high level of management judgement and
management’s use of experts to value the warrants we
have determined this to be a key audit matter.
Our procedures included, amongst others:
• Evaluating the competence, capability and
objectivity of the experts used by management for
the accounting treatment and valuation
methodology;
• Engaging our expert to obtain an understanding of
the relevant contract terms and reviewing the
accounting treatment as advised by management’s
expert to assess compliance with Australian
Accounting Standards;
• Engaging our valuations expert to assist in reviewing
the valuation methodology and challenging the key
inputs and assumptions to comparable data in the
market;
• Reviewing the legal advice, which determined that
the share warrants were still active and able to be
exercised by Pure Asset Management; and
• Assessing the adequacy of disclosures in the
financial report.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Consolidated Entity’s annual report for the year ended 30 June 2022, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors’ for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Consolidated Entity’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Consolidated Entity or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
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Grant Thornton Australia Limited
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 12 to 17 of the Directors’ report for the year
ended 30 June 2022.
In our opinion, the Remuneration Report of Oliver’s Real Food Limited, for the year ended 30 June 2022
complies with section 300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
P J Woodley
Partner – Audit & Assurance
Sydney, 14 October 2022
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Grant Thornton Australia Limited
Oliver's Real Food Limited
Shareholder information
30 June 2022
The shareholder information set out below was applicable as at 30 September 2022
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
Warrants over ordinary
shares
Number
of holders
% of total
shares
issued
Number
of holders
% of total
warrants
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
300
1,235
260
1.98
13.27
14.16
58.31
12.28
2,118
100.00
Holding less than a marketable parcel
516
0.61
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
-
-
-
1
-
1
-
-
-
-
100.00
-
100.00
-
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)
EVACAP PTY LTD (EVANS FAMILY A/C)
CITICORP NOMINEES PTY LIMITED
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
shares
issued
14.23
10.38
7.87
5.76
5.61
3.23
3.13
2.77
1.85
1.50
1.13
1.07
0.97
0.90
0.83
0.80
0.55
0.50
0.49
0.49
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
4,066,666
3,848,589
3,500,000
3,253,025
3,000,000
2,888,363
2,000,000
1,800,000
1,750,000
1,750,000
231,088,698
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Oliver's Real Food Limited
Shareholder information
30 June 2022
PURE ASSET MANAGEMENT
Substantial holders
Substantial holders in the company are set out 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
Voting rights
The voting rights attached to ordinary shares are set out below:
Warrants
over
ordinary
shares
Number
held
Warrants
over
ordinary
shares
% of total
warrants
issued
47,500,000
100.00
Ordinary shares
% of total
shares
issued
14.23
10.38
7.87
5.76
5.61
Number
held
51,327,516
37,439,660
28,387,500
20,785,318
20,250,000
Ordinary shares
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.
There are no other classes of equity securities.
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Oliver's Real Food Limited
Oliver's locations
30 June 2022
NSW
Bass Hill
Belmont
Belrose
Birkshire Park
Blacktown
Blakehurst
Bowral
Brookvale
Bulahdelah
Bulli
Burwood
Campbelltown
Campbelltown
Cardiff
Charlestown
Chatswood East
Chester Hill
Chipping Norton
Chullora
Coffs Harbour
Cranebrook
Dural
Edgeworth
Emu Heights
Emu Plains
Epping Cotters Road
Fairymeadow
Ferry Park
Goulburn
Goulburn
Granville
Greenacre
Gregory Hills
Gundagai
Hexham
Katoomba
Kellyville Ridge
Kings Park
Kogarah
Lake Munmorah
Lansvale
Lewisham
Lisarow
Lithgow
Liverpool
Maitland
Marrickville
Minto
Miranda
Mittagong
Moss Vale
Narellan
Narellan
Narrambla
Newport
North Narrabeen
Oran Park
Oran Park
Orange
Penrith
Port Macquarie
Prestons
Punchbowl
Riverstone
Rockdale
Roselands
Rutherford
Silverwater
Spring Farm
Surry Hills
Tuggerah
Turramurra
Umina Beach
Werrington
West Ryde
Windsor
Wollongong West
Woolooware
Wyoming
Wyong Northbound
Wyong Southbound
ACT
Belconnen
Canberra Airport
Conder
Dickson
Gungahlin
Hume
Jerrabomberra
Lyneham
Tuggeranong
VIC
Abbotsford
Altona Meadows
Bacchus Marsh
Bacchus Marsh
Balwyn
Bayswater
Berwick
Braeside
Bulleen
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Winter Valley
Wyndham Vale
QLD
Birkdale
Bowen Hills
Brendale
Brendale
Browns Plains
Calamvale
Cannon Hill
Capalaba
Capalaba
Cornubia
Enoggera
Goodna
Greenbank
Gympie
Gympie
Helensvale
Hope Island
Jimboomba
Kallangur
Karalee
Kenmore
Macgregor
Mango Hill
Maryborough
Meadowbrook
Mitchelton
Moorooka
Ormeau
Oxley
Park Ridge
Robina
Runaway Bay
Slacks Creek
Southport
Springfield Lakes
Tingalpa
Underwood
Upper Coomera
Victoria Point
Virginia
Warner
Waterford
Woodridge
Oliver’s restaurant
Oliver’s Food
To Go at EG
Camberwell
Carrum Downs
Chelsea
Clayton
Coburg
Craigieburn
Cranbourne
Doncaster East
Epping
Euroa
Frankston
Glen Waverley
Glen Waverly
Hastings
Kennington
Keysborough
Kilsyth
Langwarrin
Laverton North
Lucas
Manifold Heights
Maribynong
Melton
Melton South
Mernda
Monbulk
Murrumbeena
Noble Park
North Geelong
North Melbourne
Ocean Grove
Ocean Grove
Officer
Officer Inbound
Officer Outbound
Pascoe Vale
Ringwood
Rosebud West
Rowville
Rye
Seville
Springvale
St Helena
St Kilda
Sunbury
Tarniet
Taylors Hill
Torquay
Wallan North
Wallan South
Wantirna
Werribee
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Oliver's Real Food Limited
Corporate directory
30 June 2022
Directors
Martin Green
Steven Metter
Kathryn Gregg
Company secretary
Robert Lees
Australian business number
('ABN')
33 166 495 441
Registered office and principal
place of business
Level 1, 24 Hely Street
Wyong NSW 2259
(02) 4353 8055
Share register
Auditor
Solicitors
Bankers
Boardroom Pty Ltd
Level 12, 275 George Street
Sydney NSW 2000
1300 737 760 (in Australia) or +61 2 9290 9600
www.boardroomlimited.com.au
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
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)
Websites
www.olivers.com.au
www.investor.olivers.com.au
Corporate Governance
Statement
The directors and management are committed to conducting the business of
Oliver's Real Food Limited in an ethical manner and in accordance with the
highest standards of corporate governance. Oliver's Real Food Limited has
adopted and has substantially complied with the ASX Corporate Governance
Principles and Recommendations (Fourth Edition) ('Recommendations') to the
extent appropriate to the size and nature of its operations.
The Corporate Governance Statement, which sets out the corporate
governance practices that were in operation during the financial year and
identifies and explains any Recommendations that have not been followed,
which is approved at the same time as the Annual Report can be found at:
https://olivers.com.au/investors
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