Oliver's Real Food Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Oliver's Real Food Limited
33 166 495 441
For the year ended 30 June 2023
For the year ended 30 June 2022
2. Results for announcement to the market
Revenues from ordinary activities
Earnings before interest, taxes, depreciation and amortisation
('EBITDA')*
Earnings before interest, taxes, depreciation and amortisation and
impairments ('EBITDAI')*
Profit from ordinary activities after tax attributable to the owners of
Oliver's Real Food Limited
Profit for the year attributable to the owners of Oliver's Real Food
Limited
up
up
up
up
up
$
27.8% to
24,907,882
128.9% to
2,814,884
9149.9% to
2,814,884
150.5% to
5,891,237
150.5% to
5,891,237
*
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.
A reconciliation between the statutory result after income tax, to EBITDA and EBITDAI is set out below:
Net profit/(loss) after tax
Add: Depreciation and amortisation expense
Add: Finance costs
Less: Interest revenue
Add: Writeback of liability on termination on property lease
EBITDA
Add: Impairment of assets
Less: Writeback of right-of-use impairment
EBITDAI
One-off items:
Government concessions - JobSaver/JobKeeper
Rent concessions
Writeback of lease liability on lease termination
Consolidated
2023
$
2022
$
5,891,237 (11,669,877)
2,754,667
2,140,850
1,647,010
1,201,964
(2,407)
(3,052)
(2,472,949)
(6,416,115)
(9,743,556)
2,814,884
- 11,282,254
(1,569,802)
-
2,814,884
(31,104)
Consolidated
2023
$
2022
$
-
-
6,416,115
1,626,940
566,200
2,472,949
6,416,115
4,666,089
Oliver's Real Food Limited
Appendix 4E
Preliminary final report
Basic earnings per share
Diluted earnings per share
2023
Cents
2022
Cents
1.50
1.34
(3.24)
(3.24)
Commentary on the results
For further commentary on the results, refer to the 'Review of operations' section of the directors' report.
Reporting
period
Cents
Previous
period
Cents
(2.14)
(2.91)
Consolidated
2023
$
2022
$
(15,320,554) (23,211,791)
(6,403,051)
(939,591)
11,640,835 20,062,549
(5,333,193)
(409,000)
(9,421,912) (10,491,884)
Consolidated
2023
2022
440,731,917 360,731,917
3. Net tangible assets
Net tangible assets per ordinary security
Calculated as follows:
Net liabilities
Less: Right-of-use assets
Less: Intangibles
Add: Lease liabilities
Net tangible assets
Total number of shares
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
Oliver's Real Food Limited
Appendix 4E
Preliminary final report
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements have been audited and an unmodified opinion, which contains a material uncertainty in
relation to going concern, has been issued.
11. Attachments
Details of attachments (if any):
The Annual Report of Oliver's Real Food Limited for the year ended 30 June 2023 is attached.
12. Signed
As authorised by the Board of Directors
Signed ___________________________
Date: 30 August 2023
Martin Green
Chairman
Oliver's Real Food Limited
ABN 33 166 495 441
Annual Report - 30 June 2023
Oliver's Real Food Limited
Contents
30 June 2023
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
Corporate directory
2
3
5
17
18
19
20
21
22
53
54
58
60
1
Letter from the Chairman
The last 12 months witnessed a considerable
improvement in the company’s operating result
with a $17.6 million turnaround in our Statutory
Profit, from a $11.7 million loss in FY2022 to a
$5.9 million profit in FY2023. Taking into
consideration non-cash items for the year, the
underlying EBITDAI increased by $2.9 million
led by higher sales, better gross margins, and
tighter expense control.
This result was achieved on the back of the
first full year trading without any Covid
restrictions, and closure of eight loss-making
stores throughout 2022. The exit from the
leases of the six Victorian stores, in September
2022, lead to a substantial write-back of lease
liabilities.
In December 2022, the smooth handover of
the CEO role to Natalie Sharpe from Tammie
Phillips occurred. Natalie’s management skills
and background as a nutritionist complement
her passion for the business and the Board
looks forward to working with her and her team
to deliver profitable growth. The restructure of
the business, one of the fundamentals that
underpinned the profit improvement, was
started by Tammie and continued by Natalie.
The Board acknowledges that the sustained
and focussed effort on this restructure by the
CEOs has been a major contributor to the
profit turnaround.
In December 2022, Ben Williams was
appointed to the Board. Ben’s broad
experience in QSR is welcomed and his
significant contribution to date appreciated. As
Oliver’s plans its medium and long-term
growth, which is likely to include some city-
based stores, Ben’s expertise will be further
applied.
After four years of changes, the last 12 months
has seen boardroom stability, The Board is
now working closely with Natalie and her team
to deliver on our strategies to drive better
outcomes for all shareholders, and I thank all
Directors for their contribution and support.
It was pleasing that we were able to work with
the ASX through the latter half of 2022 and to
have our shares reinstated on 27 February
2023. This was a significant achievement and
a testament to the perseverance and diligence
required to resolve the issues that led to our
suspension in February 2021.
Martin Green
CHAIRMAN
FY2024 should see further improvement in
our operating results. While we are conscious
of the potential softer economic conditions,
we are confident in our strategy and pleased
with the results achieved in the first two
months. The two new stores at Pheasants
Nest are major investments and, once
operational, should deliver a meaningful uplift
in profitability. So too will the substantial store
upgrades at both Wyong stores.
The last 12 months have delivered significant
operational and financial progress, and this
could not have been achieved without our
employees’ hard work and their commitment
to Oliver’s. I thank each employee for their
effort and dedication.
Acknowledging the improvement in our
FY2023 results, the Board understands and
accepts that a lot more work is needed to
achieve consistent profits that match our
competitors in the QSR industry. We are
focussed on working with Natalie to build on
the gains made to date, delivering on our
strategy, and creating value for shareholders.
Martin Green
Chairman
Letter from the CEO
FY23 was a year of milestones for Oliver’s as
we returned the business to profitability and
relisted on the ASX. Our strong performance
operationally and financially was the result of a
successful restructure and strategic
repositioning as a business. The focus
remained on improving the performance of our
existing store network and building a solid
foundation for sustainable growth and
profitability. We prioritised the implementation
of robust systems and processes to underpin
our ambitious growth vision for 2023 and
beyond.
Below I summarise our key priorities, the
positive outcomes, and some insight into our
plans for the road ahead.
The Oliver’s Difference
Oliver’s is the leader in providing a quality,
‘real food’ offering in the Quick Service
Restaurant (QSR) space. This is our unique
point of difference and reflects the core values
of our business.
Our focus this year has been on further
building a strong brand that aligns with this
vision. New product packaging, signage, and
billboards have been rolled out and we are
working towards revised uniforms and a
refreshed store look and feel.
In 2023 our new tagline was also developed:
‘Fast food you can feel good about.’ This will
form a significant part of our vision moving
forward.
We want the ‘feel-good’ aspect to reflect all
areas of the business from our teams,
including staff training and support, to the store
experience, including product quality and
customer service.
Natalie Sharpe
CEO
The Breakfast Egg Wrap was introduced mid
last year and quickly became our highest
selling menu item. Building on its success, we
introduced the Haloumi Nourish Bowl in March
2023. Since its launch, the Nourish Bowl has
remained within our top 10 selling lines.
We also introduced All Day Breakfast in May.
This provides additional options during lunch
and dinner time for those with special dietary
needs and offers more price variation across
our menu which has been well received by
customers.
Delivering quality product consistently is of
high importance to us and is a key component
of our feel-good fast food offering. For this
reason, we decided to return the preparation of
sandwiches into store, discontinuing the use of
3rd party supply. We are also aiming to
expand our organic menu options. A trial of
organic chicken nuggets began in June -
feedback has been very positive, and we will
roll this out across the network in the coming
months.
With our core menu revamp nearing
completion, our leadership team has turned its
focus to operational improvements including
new equipment and workflows to enhance
product consistency and improve speed of
service.
Menu Enhancement and Expansion
Investing in our People
True to our core values, premium quality ‘real
food’ that is fresh and natural has remained at
the forefront of all menu development over the
last 18 months.
Along with providing a healthier take on the
classics, we have also focused on offering
innovative and nutritious menu items to our
customers.
At Oliver’s, we value our people and are
committed to offering growth opportunities
within the company. Many of our staff have
been with Oliver’s for some time and we want
to recognise and reward their passion,
dedication, and commitment.
In January, we partnered with Employment
Innovations to implement our new employee
framework. Along with offering more structure
at store level, we now have Business Support
Managers (BSMs) throughout the store
network. The appointed BSMs have been
internal promotions within the company, and
each support a cluster of Oliver’s stores. The
career development track to BSM enables staff
growth and provides more visibility and
support across the network to enhance store
presentation, product consistency and
customer experience. To further our
commitment to our people, we also
implemented an Employee Support Program
(Me&Work) this year.
We now work towards staff training and
development with a strong focus on delivering
exceptional customer service. This will be
implemented both in person and digitally, and
will also support the revamped menu, new
equipment, and systems.
Tech Foundations and Innovations
A review and changes to our IT ecosystem
during FY23 has been an important part of
strengthening the foundations of the business.
Adopting the right software and hardware
solutions, and integrations, are critical to
support our growth moving forward. We have
also been eager to adopt tech innovations
aimed at enhancing the customer experience.
Our in-store Nutrition QR code gives us a
unique point of difference, emphasises our
commitment to providing nutritious options for
special dietary needs, and gives our
customers real time nutrition information about
our products.
Our two new sites, due to launch late 2023,
will be the first with Drive Thru in NSW and we
have been working with new-to-market AI
technology to support our drive-thru and kiosk
applications. This technology will streamline
the ordering process, assist with upselling, and
enable customers to ask specific questions
related to their dietary requirements,
preferences, and allergens.
The Financial Highlights
We ended FY23 with net profit after tax of $5.9
million vs. a loss of $11.7 million in FY22. Net
impairments were Nil vs. $9.7 million in FY22.
The lease terminations at Geelong North and
South, Peninsula Inbound and Outbound, and
Eastlink Inbound and Outbound, resulted in a
write back of lease liabilities of $6.4 million vs.
$2.5 million in FY22.
Overall EBITDAI, removing the effect of the
writebacks, was a profit of $2.8 million vs.
a loss of 31K in FY22. This is a significant
result as it directly reflects the positive impact
of the restructure and the efforts of both the
Board and management.
Improvements in procurement, supply chain
efficiencies, and implementing our revised
menu have increased gross margin from 54%
in FY22 to 63% in FY23. This is a great
achievement by the management team as it is
very challenging to increase margins in the
QSR space and, at the same time, improve the
quality of our food offering.
Now that we have stabilised the business and
it has returned to profitability, we turn our
attention to identifying strategic growth
opportunities, while ensuring the positive gains
from the last two years are protected and
maximised.
We still see great potential in furthering our
success in select highway locations, but we
are equally enthusiastic about the Inner-City
model. This will be a slightly adapted business
model with a stronger emphasis on grab-and-
go rather than restaurant menu. Locations will
likely be high density business districts and
transport hubs. I look forward to sharing more
on this in FY24 as our plans are further
developed.
In the December quarter, we will welcome two
new sites in Pheasants Nest. As mentioned,
these will be our first sites in NSW with drive-
thru. The Hume Highway south of Sydney is
one of the busiest in the country, and we have
high expectations for revenue and contribution
to the Company’s future profitability.
I would like to take this opportunity to thank
Martin Green and the Board for their support
as I have transitioned into the CEO role. I
would also like to thank my leadership team
who have worked very hard to implement a
strong foundation for our next chapter.
I am looking forward to building on Oliver’s
success this year and driving growth in FY24.
Natalie Sharpe
CEO
Oliver's Real Food Limited
Directors' report
30 June 2023
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 2023.
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
Benjamin Williams
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director (Appointed on 9 December 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 $24,904,830 (2022: $19,484,064) a increase of 27.8%
2023
$
2022
$
Change
$
Change
%
Revenue
24,904,830
19,484,064
5,420,766
27.8%
The increase in revenue reflects the fact that COVID-19 lockdowns have passed, and the consolidated entity's store
network operated throughout the year without the impact of any government imposed COVID-19 restrictions. The
increase in revenue occurred despite the closure of eight unprofitable stores during the preceding financial year.
The profit for the consolidated entity after providing for income tax amounted to $5,891,237 (30 June 2022: loss of
$11,669,877).
A reconciliation between loss after income tax, earnings before interest, taxes, depreciation and amortisation
('EBITDA')* and Earnings before interest, taxes, depreciation and amortisation and impairments ('EBITDAI')* is set
out below:
2023
$
2022
$
Change
$
Change
%
Net profit/(loss) after tax
Add: Depreciation and amortisation expenses
Add: Finance costs
Less: Interest revenue
Add: Writeback of liability on termination on property
lease
EBITDA*
5,891,237 (11,669,877) 17,561,114
(613,817)
2,754,667
2,140,850
(445,046)
1,647,010
1,201,964
(645)
(2,407)
(3,052)
(150.5%)
(22.3%)
(27.0%)
26.8%
(6,416,115)
2,814,884
(3,943,166)
(2,472,949)
(9,743,556) 12,558,440
159.5%
(128.9%)
Add: Impairment of assets
Less: Writeback of right-of-use impairment
-
-
11,282,254 (11,282,254)
1,569,802
(1,569,802)
(100.0%)
(100.0%)
EBITDAI*
2,814,884
(31,104)
2,845,988
(9149.9%)
*
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.
5
Oliver's Real Food Limited
Directors' report
30 June 2023
Lease liability writeback
During the financial year, the consolidated entity completed negotiations with one of its Victorian landlords and has
been released from the following six leases:
- Geelong North and South
- Peninsula Inbound and Outbound
- Eastlink Inbound and Outbound
This was a significant and positive outcome for the consolidated entity, resulting in a writeback of the remaining
lease liabilities in relation to these stores of $6,416,115.
Significant changes in the state of affairs
On 18 November 2022, the company announced that it had entered into an agreement with two major shareholders
and its funders Michael and Suzanne Gregg and Gelba Pty. Limited ('principal lenders') to restructure the
consolidated entity's debt facility ('Debt Restructure'). This Debt Restructure was approved at the Extraordinary
General Meeting on 8 February 2023, as follows:
●
●
extend the terms of the General Security Deed ('GSD') to secure a further $1,000,000 of the Revolving Facility;
convert $2,000,000 of the unsecured component of the Revolving Facility to equity via the placement of
80,000,000 of the Company's fully paid ordinary shares at a deemed issue price of $0.025 per share;
increase the unsecured Revolving Facility by $500,000;
extend the terms and repayment dates of the Revolving Facility as follows:
- the maturity date to be extended to 30 September 2028;
- in relation to the $1,500,000 owing under the Revolving Facility, repayments of $75,000 per quarter begin
from 1 October 2023, with the first repayment due 31 December 2023; and
- in relation to the $1,000,000 owing under the Revolving Facility, repayments of $50,000 per quarter begin
from 1 October 2023, with the first repayment due 31 December 2023.
●
●
Refer to note 16 to the financial statements for further details on the consolidated entity's 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
On 27 July 2023 a new sub-lease was executed with Ampol Petroleum Australia Limited which secures the Wyong
Northbound lease for five years and two 5-year options. The store will change location of the site and will operate
from a new facility from late September 2023.
A further $500,000 in committed funding has been provided by Gelba Pty Ltd on 28 August 2023.
No other matter or circumstance has arisen since 30 June 2023 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
FY2024 outlook
The recent interest rate rises, utility price increases as well as the general cost of living pressures, have impacted
customer sentiments and discretionary spending which have impacted sales. Management have put into place
additional measures to improve sales and reduce costs, such as ending the use of third-party suppliers for
sandwiches and returning to making fresh sandwiches in store. The consolidated entity has taken steps to increase
its gross margins by introducing new nutritious menu items, improving in-store displays and a raft of marketing
initiatives including social media campaigns. In addition, the consolidated entity has launched its new dinner menu
this month and in FY 2024 we will be further developing its very successful breakfast menu.
The consolidated entity expects to finalise two new stores at Pheasant Nest, both of which will become flagship
stores and which will drive additional revenues and profits.
6
Oliver's Real Food Limited
Directors' report
30 June 2023
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.
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.
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 risks
The consolidated entity is subject to a number of environmental risks, including climate change, water scarcity and
waste management. The consolidated entity's operations are exposed to the risks of climate change, including
changes in weather patterns, sea level rise, and extreme weather events. These risks could have a significant
impact on its operations, supply chain, and financial performance. The consolidated entity's operations are also
exposed to the risks of water scarcity. This could lead to increased costs for water and disruptions to operations.
Finally the consolidated entity's operations generate a significant amount of waste. This could lead to environmental
damage, regulatory fines, and reputational risks.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth
or State law.
7
Oliver's Real Food Limited
Directors' report
30 June 2023
Information on directors
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:
Name:
Title:
Qualifications:
Experience and expertise:
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.
None
None
Chairman
87,691,544 held indirectly
None
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
87,327,516 held indirectly
None
8
Oliver's Real Food Limited
Directors' report
30 June 2023
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3
years):
Interests in shares:
Interests in options:
Benjamin (Ben) Williams
Non-Executive Director (Appointed on 9 December 2022)
Bachelor of Business - Bond University Queensland.
Ben has almost two decades’ experience as a franchise owner of well-known
and highly respected retail and Quick Service Restaurant (QSR) businesses,
including nine years as a franchisee of KFC. Prior to KFC, Ben was a franchisee
of Shaver Shop for nine years. Before moving into franchise ownership, he
worked in institutional banking in London, Sydney and Melbourne.
None
None
Nil
Nil
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships
of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only
and excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
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 two decades 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 2023,
and the number of meetings attended by each director were:
Martin Green
Steven Metter
Kathryn Gregg
Ben Williams
Full Board
Audit and Risk Committee
Attended
Held
Attended
Held
19
18
17
10
19
19
19
10
3
3
1
-
3
3
3
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 and
therefore consists of the whole board.
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.
Principles used to determine the nature and amount of remuneration
The remuneration report is set out under the following main headings:
●
● Details of remuneration
Service agreements
●
Share-based compensation
●
Additional disclosures relating to key management personnel
●
9
Oliver's Real Food Limited
Directors' report
30 June 2023
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.
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.
10
Oliver's Real Food Limited
Directors' report
30 June 2023
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 2023.
No STI's or LTI's have been paid or issued during the current or previous financial years.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of
cash bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining
portion of the cash bonus and incentive payments are at the discretion of the Nomination and Remuneration
Committee.
Details of the earnings and profitability for the last five years are as follows:
2023
2022
2021
2020
2019
Revenue
$
EBITDA
$
Net
profit/(loss)
after tax
$
5,891,237
2,814,884
24,904,830
(9,743,556) (11,669,877)
19,484,064
28,177,980
(9,284,867)
(1,952,548)
28,535,455 (10,307,809) (17,506,369)
34,956,925 (13,084,182) (15,661,501)
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.
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.
11
Oliver's Real Food Limited
Directors' report
30 June 2023
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 2023, 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 23 November 2022 AGM, 98.6% of the votes received supported the adoption of the remuneration report for
the year ended 30 June 2022. 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
●
Benjamin Williams - (appointed 9 December 2022)
●
And the following persons:
● Natalie Sharpe - Chief Executive Officer (appointed 21 December 2022)
● Robert Ross-Edwards - Chief Financial Officer
●
Tammie Phillips - Former Chief Executive Officer (resigned 21 December 2022)
12
Oliver's Real Food Limited
Directors' report
30 June 2023
2023
Non-Executive Directors:
Martin Green
Steven Metter
Kathryn Gregg
Benjamin Williams1
Other Key Management
Personnel:
Natalie Sharpe2
Robert Ross-Edwards
Tammie Phillips3
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash
salary
and fees
$
Directors
fees
$
Non-
monetary
$
Super-
annuation
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
40,008
40,008
40,008
22,370
162,744
208,333
147,381
518,458
-
-
-
142,394
-
-
-
-
-
-
-
-
-
-
-
-
17,088
21,875
8,511
47,474
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,008
40,008
40,008
22,370
179,832
230,208
155,892
708,326
1
2
3
Benjamin William's remuneration from date of appointed 9 December 2022 to 30 June 2023
Natalie Sharpe's remuneration from 1 July 2022 to 30 June 2023, including being CEO from 21 December
2022 to 30 June 2023.
Tammie Phillips' remuneration from 1 July 2022 to date of resignation 21 December 2022, other short-term
benefits include consultant fees of $64,048 paid after termination.
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash
salary
and fees
$
Directors
fees
$
Non-
monetary
$
Super-
annuation
$
Long
service
leave
$
Equity-
settled
$
Total
$
-
-
-
-
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
Robert Ross-Edwards
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
13
Oliver's Real Food Limited
Directors' report
30 June 2023
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Natalie Sharpe
Chief Executive Officer
21 December 2022
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 $222,000, in addition supplied with a fully maintained vehicle.
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 $244,200.
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 2023.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2023.
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
Kathryn Gregg
Tammie Phillips
Robert Ross-Edwards
Balance at
the start of
the year
Received
as part of
remuneration
37,439,660
6,666,667
47,327,516
1,250,000
-
92,683,843
-
-
-
-
-
-
Additions
50,251,884
-
40,000,000
-
100,000
90,351,884
Disposals/
other
Balance at
the end of
the year
87,691,544
-
6,666,667
-
87,327,516
-
1,250,000
-
-
100,000
- 183,035,727
This concludes the remuneration report, which has been audited.
Shares and warrants under option
There were 47,500,000 warrants outstanding at the date of this report.
14
Oliver's Real Food Limited
Directors' report
30 June 2023
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 2023 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as
a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives
of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of
taking responsibility on behalf of the company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in note 26 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 26 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.
15
Oliver's Real Food Limited
Directors' report
30 June 2023
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
30 August 2023
16
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 2023, 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, 30 August 2023
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.
17
Oliver's Real Food Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
Revenue
Other income
Interest revenue calculated using the effective interest method
Expenses
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Impairment of assets
Profit/(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 right-of-use impairment
Finance costs
Profit/(loss) before income tax expense
Consolidated
Note
2023
$
2022
$
5
6
7
7,23
25
7,23
7
24,904,830 19,484,064
223,231
3,052
2,209,216
2,407
(9,245,769)
(8,925,823)
(2,140,850)
-
25,363
(2,319,122)
-
6,416,115
(1,867,376)
19,550
-
(1,201,964)
(8,934,323)
(8,657,893)
(2,754,667)
(11,282,254)
(192,129)
(2,515,247)
(201,853)
2,472,949
(1,855,216)
632,277
1,569,802
(1,647,010)
5,891,237 (11,669,877)
Income tax expense
8
-
-
Profit/(loss) after income tax expense for the year attributable to the
owners of Oliver's Real Food Limited
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of
Oliver's Real Food Limited
5,891,237 (11,669,877)
-
-
5,891,237 (11,669,877)
Cents
Cents
Basic earnings per share
Diluted earnings per share
21
21
1.50
1.34
(3.24)
(3.24)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
Oliver's Real Food Limited
Statement of financial position
As at 30 June 2023
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
Accumulated losses
Total deficiency in equity
Consolidated
Note
2023
$
2022
$
9
10
11
12
13
14
11
15
16
17
16
17
25
18
275,938
100,421
454,438
102,885
933,682
225,384
209,229
493,104
153,194
1,080,911
311,525
2,295,186
5,333,193
409,000
102,062
8,450,966
305,891
2,183,932
6,403,051
939,591
124,965
9,957,430
9,384,648 11,038,341
3,467,629
1,468,346
1,450,035
296,678
6,682,688
4,465,604
389,690
2,578,695
348,307
7,782,296
7,504,002
8,458,333
10,190,800 17,483,854
19,550
67,855
438,244
18,022,514 26,467,836
-
84,954
242,758
24,705,202 34,250,132
(15,320,554) (23,211,791)
19
36,061,382 34,061,382
(51,381,936) (57,273,173)
(15,320,554) (23,211,791)
The above statement of financial position should be read in conjunction with the accompanying notes
19
Oliver's Real Food Limited
Statement of changes in equity
For the year ended 30 June 2023
Consolidated
Share-
based
payment
reserve
$
Accumulated
losses
$
Total
deficiency
in equity
$
Issued
capital
$
Balance at 1 July 2021
34,061,382
117,022
(45,603,296) (11,424,892)
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Expired share options
-
-
-
-
-
-
-
(11,669,877) (11,669,877)
-
-
(11,669,877) (11,669,877)
(117,022)
-
(117,022)
Balance at 30 June 2022
34,061,382
-
(57,273,173) (23,211,791)
Consolidated
Balance at 1 July 2022
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note
19)
Balance at 30 June 2023
Share-
based
payment
reserve
$
-
-
-
-
-
-
Accumulated
losses
$
Total
deficiency
in equity
$
(57,273,173) (23,211,791)
5,891,237
-
5,891,237
-
5,891,237
5,891,237
-
2,000,000
(51,381,936) (15,320,554)
Issued
capital
$
34,061,382
-
-
-
2,000,000
36,061,382
The above statement of changes in equity should be read in conjunction with the accompanying notes
20
Oliver's Real Food Limited
Statement of cash flows
For the year ended 30 June 2023
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
Consolidated
Note
2023
$
2022
$
25,772,580 20,593,425
(24,276,088) (23,548,061)
1,496,492
3,052
(545,800)
218,481
(2,954,636)
2,385
(1,062,609)
2,151,140
Net cash from/(used in) operating activities
22
1,172,225
(1,863,720)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
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 borrowings
Repayments of finance leases
Repayment of borrowings
Net cash from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
14
22
22
(228,148)
-
19,514
17,270
(223,353)
(130,986)
316,464
269,278
(191,364)
231,403
2,124,325
(2,904,260)
(150,372)
8,884,819
(3,104,237)
(5,497,530)
(930,307)
283,052
50,554
225,384
(1,349,265)
1,574,649
Cash and cash equivalents at the end of the financial year
9
275,938
225,384
The above statement of cash flows should be read in conjunction with the accompanying notes
21
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
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, 5 Lenton Place, North Rocks, NSW 2151
A description of the nature of the consolidated entity's operations and its principal activities are included in the
directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 August 2023.
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 made a profit after tax of $5,891,237 (2022: loss of $11,669,877) and net cash inflows from
operating activities of $1,172,225 (cash outflow 2022: $1,863,720) for the year ended 30 June 2023. As at 30 June
2023, the statement of financial position reflected an excess of current liabilities over current assets of $5,749,006
(2022: $6,701,385).
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 12 month period to August 2024. 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.
22
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
However, the directors believe that the consolidated entity will be able to continue as a going concern, after
consideration of the following factors:
●
the consolidated entity has support from two major shareholders and its funders Michael and Suzanne Gregg
and Gelba Pty. Limited ('principal lenders') with undrawn facilities of $862,665 as of the date of this report which
enables the consolidated entity to meet its financial obligations and capital requirements, should it be required;
the Board requested management prepare plans to further improve sales and profit, on what has already been
achieved and continue to ensure the business is cash flow positive. The lease for Wyong North has been
renewed with Ampol Petroleum Australia Limited for 5 years with two 5-year options. Wyong North will be in a
new fit out which opens in September 2023. This will be the first of a new look for the consolidated entity, which
will be rolled across the network in coming years. Wyong South lease is in its final stages of being renewed,
with terms of 5 year lease with two 5-year options. Wyong South will remain in current premises and will be
refitted in the FY2025 financial year;
Part of that plan includes two new stores at Pheasants Nest which will open in November 2023 which will also
include drive-thru. The additional capital required for the new stores has been agreed to be funded by the
lenders, $50,000 of which was drawn down at year end and $230,000 at the date of this report. In addition, a
continuation of the upgrade to existing stores and equipment to enable quick and efficient service in the
consolidated entity's current 16 QSR (Quick Service Restaurant) stores to drive additional revenue, will also
be pursued.
●
●
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. It is expected as per the FY2024
forecast that accrued interest at year end and future interest will be paid by 31 December 2023, however interest
and payment of principal will only occur if the consolidated entity has the financial capacity to do so.
Should the above strategies and assumptions not materialise, there will be a material uncertainty whether the
consolidated entity can continue as a going concern.
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 31.
23
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
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 2023 and the results of all subsidiaries for the year then ended.
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.
24
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
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.
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. These grants
include BAC and CAC Training Grants from the New South Wales, Queensland and Victorian Governments 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.
25
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating
cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period;
or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting
period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
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
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.
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.
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.
26
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
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.
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.
27
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
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.
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.
28
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result
of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the reporting date, taking into account the risks and
uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a
current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is
recognised as a finance cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected
to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when
the liabilities are settled.
Other long-term employee benefits
The 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.
29
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
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.
30
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
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
2023. 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.
Conversion of debt into shares
With regard to the restructure of the consolidated entity's borrowings approved by shareholders on 8 February
2023, the consolidated entity exercises judgement in determining whether the lenders of the consolidated entity
are acting in their capacity as direct or indirect shareholders or as creditors.
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.
31
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
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 23 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. 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 earnings before interest, tax, depreciation, amortisation and impairment ('EBITDAI'). 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.
32
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 5. Revenue
Revenue from contracts with customers
Revenue from sale of goods - retail
Other revenue
Royalties
Rent
Other revenue
Revenue
Consolidated
2023
$
2022
$
24,475,783 19,107,156
404,790
22,938
1,319
429,047
333,681
20,250
22,977
376,908
24,904,830 19,484,064
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 6. Other income
Government grants - JobSaver/JobKeeper *
Government grants - BAC & CAC training grants
Rent concessions
Miscellaneous income
Other income
Consolidated
2023
$
2022
$
-
218,481
-
4,750
1,626,940
-
566,200
16,076
223,231
2,209,216
*
This income was Government grants that was Covid-19 related and is not expected in future years.
33
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 7. Expenses
Profit/(loss) before income tax includes the following specific expenses:
Depreciation and amortisation
Property, plant and equipment (note 12)
Motor vehicles right-of-use assets (note 13)
Property right-of-use assets (note 13)
Intangibles (note 14)
Total depreciation and amortisation
Impairment split
Property, plant and equipment (note 12)
Right-of-use asset (note 13)
Intangibles (note 14)
Writeback of right-of-use impairment
Impairment writeback of Victorian Stores (note 13, 23)
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 8. Income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit/(loss) before income tax expense
Tax at the statutory tax rate of 25%
Writeback of lease liabilities on lease termination
Current year tax losses and temporary differences not recognised
Income tax expense
34
Consolidated
2023
$
2022
$
415,478
-
1,194,781
530,591
669,201
3,835
1,445,946
635,685
2,140,850
2,754,667
-
1,167,422
- 10,070,793
44,039
-
- 11,282,254
-
(1,569,802)
750,998
450,966
-
-
567,775
878,102
280,077
(78,944)
1,201,964
1,647,010
120,885
46,962
788,475
712,110
-
(44,262)
Consolidated
2023
$
2022
$
5,891,237 (11,669,877)
1,472,809
(2,917,469)
(1,604,029)
131,220
-
2,917,469
-
-
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 8. 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
2023
$
2022
$
30,273,293 28,621,502
7,568,323
7,155,376
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
2023
$
2022
$
8,250
(45,981)
(48,872)
(87,370)
(11,725)
(54,739)
(5,074)
40,136
(173,973)
(31,402)
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 9. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
Note 10. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
35
Consolidated
2023
$
2022
$
114,283
161,655
126,124
99,260
275,938
225,384
Consolidated
2023
$
2022
$
100,496
(33,000)
67,496
112,929
(3,000)
109,929
32,925
99,300
100,421
209,229
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 10. 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
2023
$
Gross
carrying
amount
2022
$
Allowance for expected
credit losses
2023
$
2022
$
75,958
43,762
-
13,701
155,848
12,049
30,588
13,744
-
19,299
-
13,701
133,421
212,229
33,000
-
-
-
3,000
3,000
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Unused amounts reversed
Closing balance
Note 11. Other assets
Current assets
Prepayments
Non-current assets
Rental bonds
Consolidated
2023
$
2022
$
3,000
30,000
-
49,900
-
(46,900)
33,000
3,000
Consolidated
2023
$
2022
$
102,885
153,194
102,062
124,965
204,947
278,159
36
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 12. Property, plant and equipment
Non-current assets
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
2023
$
2022
$
5,858,732
(2,552,895)
(1,716,501)
1,589,336
6,981,353
(2,814,503)
(2,755,054)
1,411,796
4,569,685
(2,871,649)
(1,026,145)
671,891
5,806,940
(3,459,972)
(1,625,930)
721,038
122,491
(88,532)
33,959
122,491
(71,393)
51,098
2,295,186
2,183,932
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 2021
Additions
Disposals
Impairment of assets
Transfers in (out)
Depreciation expense
Balance at 30 June 2022
Additions
Depreciation expense
Balance at 30 June 2023
Land
$
Leasehold
Plant and
improvements equipment
$
$
Motor
vehicles
$
Total
$
426,955
-
(426,955)
-
-
-
-
-
-
-
2,484,944
42,670
(46,750)
(826,999)
103,095
(345,164)
1,411,796
414,783
(237,243)
1,323,502
180,683
(22,101)
(340,423)
(103,095)
(317,528)
721,038
111,949
(161,096)
24,240
-
(513)
-
33,880
(6,509)
4,259,641
223,353
(496,319)
(1,167,422)
33,880
(669,201)
51,098
-
(17,139)
2,183,932
526,732
(415,478)
1,589,336
671,891
33,959
2,295,186
Refer to note 23 for further information on impairment of assets.
Note 13. Right-of-use assets
Non-current assets
Lease of premises - right-of-use
Less: Accumulated depreciation
Less: Impairment
37
Consolidated
2023
$
2022
$
18,788,026 26,563,315
(6,644,002)
(6,621,331)
(6,810,831) (13,538,933)
5,333,193
6,403,051
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 13. Right-of-use assets (continued)
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 2021
Disposals
Change of lease term adjustments
Impairment of assets
Writeback of Impairments
Re-measurement of leases
Depreciation expense
Balance at 30 June 2022
Change of lease term adjustments
Depreciation expense
Balance at 30 June 2023
Motor
vehicles
$
Lease of
premises
$
Total
$
40,264
(36,430)
-
-
-
-
(3,834)
17,310,538
(11,572)
(1,579,623)
17,350,802
(48,002)
(1,579,623)
(10,070,793) (10,070,793)
1,569,276
631,171
(1,449,780)
1,569,276
631,171
(1,445,946)
-
-
-
-
6,403,051
124,923
(1,194,781)
6,403,051
124,923
(1,194,781)
5,333,193
5,333,193
Refer to note 23 for further information on impairment of assets.
For other lease related disclosures, refer to the following:
●
●
●
●
note 7 for details of interest on lease liabilities and other short-term and low-value lease expenses;
note 17 for lease liabilities at the end of the reporting period;
note 24 for undiscounted future lease commitments; and
statement of cash flows for repayment of lease liabilities.
Note 14. Intangibles
Non-current assets
Software - at cost
Less: Accumulated amortisation
Reacquired rights - at cost
Less: Accumulated amortisation
Less: Impairment
Consolidated
2023
$
2022
$
295,112
(109,780)
185,332
295,112
(50,938)
244,174
3,258,000
(2,990,293)
(44,039)
223,668
3,258,000
(2,518,544)
(44,039)
695,417
409,000
939,591
38
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 14. Intangibles (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are
set out below:
Consolidated
Balance at 1 July 2021
Additions
Disposals
Impairment of assets
Amortisation expense
Balance at 30 June 2022
Amortisation expense
Balance at 30 June 2023
Refer to note 23 for further information on impairment of assets.
Note 15. Trade and other payables
Current liabilities
Trade payables
Accrued expenses
GST payable
Other payables
Refer to note 24 for further information on financial instruments.
Software
$
Reacquired
rights
$
Total
$
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
(58,842)
695,417
(471,749)
939,591
(530,591)
185,332
223,668
409,000
Consolidated
2023
$
2022
$
2,160,994
494,856
483,828
327,951
1,846,662
872,198
1,112,234
634,510
3,467,629
4,465,604
39
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 16. Borrowings
Current liabilities
Insurance premium funding - unsecured (1)
Loan from related party - Green Superannuation Fund - secured (2)
Loan from related party - Gelba Pty. Limited - secured(3)
Loan from related party - Michael and Suzanne Gregg - secured(3)
Revolving line of credit from related party - Gelba Pty. Limited (4)
Revolving line of credit from related party - Michael and Suzanne Gregg(4)
Non-current liabilities
Loan from related party - Gelba Pty. Limited - secured (3)
Loan from related party - Michael and Suzanne Gregg - secured (3)
Revolving line of credit from related party - Gelba Pty. Limited (4)
Revolving line of credit from related party - Michael and Suzanne Gregg (4)
Capitalised borrowing costs
Consolidated
2023
$
2022
$
43,186
300,160
225,000
525,000
188,996
186,004
89,530
300,160
-
-
-
-
1,468,346
389,690
1,275,000
2,975,000
1,644,181
1,618,154
(8,333)
1,500,000
3,500,000
1,980,000
1,520,000
(41,667)
7,504,002
8,458,333
8,972,348
8,848,023
Refer to note 24 for further information on financial instruments.
(1)
Insurance premium funding is payable in monthly instalments and carries an interest rate of 5.1% (2022:
7.2%) variable. This facility is unsecured.
(2) Loan is associated with Martin Green who is a trustee of the Green Superannuation Fund and is at a rate of
6% (2022: 6%) per annum. This facility is secured by a fixed and floating charge of the assets of the
company.
(3) The related party loans carries an interest rate of 7.3% (2022: 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. This facility is secured, namely first ranking
security over assets of the consolidated entity.
(4) The related party revolving line of credit carries an interest rate of 7.3% (2022: 5.25%) per annum calculated
daily and payable monthly in arrears. $2,500,000 is secured and matures on 30 September 2028,
Repayment of $125,000 per quarter from 1 October 2023 with first repayment due 31 December 2023.
$1,500,000 is unsecured and matures 30 September 2024.
40
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 16. Borrowings (continued)
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
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
Loan from related party - Green Superannuation Fund - secured
Used at the reporting date
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
Loan from related party - Green Superannuation Fund - secured
Unused at the reporting date
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
Loan from related party - Green Superannuation Fund - secured
Note 17. Lease liabilities
Current liabilities
Lease liability
Non-current liabilities
Lease liability
Refer to note 24 for further information on financial instruments.
Note 18. Provisions
Non-current liabilities
Lease make good
41
Consolidated
2023
$
2022
$
1,500,000
3,500,000
2,250,000
1,800,000
300,160
1,500,000
3,500,000
3,380,000
2,120,000
300,160
9,350,160 10,800,160
1,500,000
3,500,000
2,019,181
1,618,154
300,160
8,937,495
1,500,000
3,500,000
1,980,000
1,520,000
300,160
8,800,160
-
-
230,819
181,846
-
412,665
-
-
1,400,000
600,000
-
2,000,000
Consolidated
2023
$
2022
$
1,450,035
2,578,695
10,190,800 17,483,854
11,640,835 20,062,549
Consolidated
2023
$
2022
$
242,758
438,244
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 18. Provisions (continued)
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 - 2023
Carrying amount at the start of the year
Unused amounts reversed
Carrying amount at the end of the year
Note 19. Issued capital
Lease Make
Good
$
438,244
(195,486)
242,758
Consolidated
2023
Shares
2022
Shares
2023
$
2022
$
Ordinary shares - fully paid
440,731,917 360,731,917
36,061,382 34,061,382
Movements in ordinary share capital
Details
Balance
Date
Shares
$
1 July 2021
360,731,917
34,061,382
Balance
Conversion of debt into shares
30 June 2022
8 February 2023
360,731,917
80,000,000
$0.025
34,061,382
2,000,000
Balance
30 June 2023
440,731,917
36,061,382
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.
42
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 19. Issued capital (continued)
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 2022 Annual Report.
Note 20. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 21. Earnings per share
Consolidated
2023
$
2022
$
Profit/(loss) after income tax attributable to the owners of Oliver's Real Food Limited
5,891,237 (11,669,877)
Weighted average number of ordinary shares used in calculating basic earnings per
share
Adjustments for calculation of diluted earnings per share:
Warrants*
Number
Number
392,074,383 360,731,917
47,500,000
-
Weighted average number of ordinary shares used in calculating diluted earnings per
share
439,574,383 360,731,917
Basic earnings per share
Diluted earnings per share
Cents
Cents
1.50
1.34
(3.24)
(3.24)
*
In the prior period, 4,000,000 options and 47,500,000 warrants have been excluded from the calculation of
diluted earnings per share, as they were anti-dilutive.
43
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 22. Cash flow information
Reconciliation of profit/(loss) after income tax to net cash from/(used in) operating activities
Profit/(loss) after income tax expense for the year
5,891,237 (11,669,877)
Consolidated
2023
$
2022
$
Adjustments for:
Depreciation and amortisation
Impairment of assets
Net loss/(gain) on disposal of property, plant and equipment
Share-based payments
Fair value gain on derivatives
Finance costs - for leases included in financing activities
Writeback of lease liability on terminated right-of-use assets
Reversal of impairments
Rental Waivers
Change in operating assets and liabilities:
Decrease 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 from/(used in) operating activities
Changes in liabilities arising from financing activities
2,140,850
2,754,667
- 11,282,254
192,129
(44,262)
(632,277)
280,077
(2,472,949)
(1,569,276)
(566,200)
(25,363)
-
(19,550)
450,966
(6,416,115)
-
-
108,808
38,666
50,309
(5,634)
(997,975)
(34,530)
(9,444)
879,402
67,548
56,996
22,940
(327,507)
(121,848)
4,463
1,172,225
(1,863,720)
Consolidated
Balance at 1 July 2021
Net cash from/(used in) financing activities
Lease remeasurement
Termination of leases
Other changes
Balance at 30 June 2022
Net cash from/(used in) financing activities
Lease remeasurement
Termination of leases
Other changes
Lease
liabilities
$
Insurance
premium
funding
$
Related
party
borrowings
$
Pure Asset
Manage-
ment
$
Total
$
27,027,386
(3,104,237)
(1,388,551)
(2,472,049)
-
20,062,549
(2,904,260)
124,923
(5,642,377)
-
143,404
5,185
-
-
(59,059)
337,202
8,514,433 (5,132,329)
-
-
-
5,132,329 32,640,321
283,052
(1,388,551)
(2,472,049)
(37,071)
-
-
21,988
89,530
-
-
-
8,873,623
2,124,325
-
-
(46,344) (2,068,786)
- 29,025,702
(779,935)
-
124,923
-
(5,642,377)
-
(2,115,130)
-
Balance at 30 June 2023
11,640,835
43,186
8,929,162
- 20,613,183
Note 23. 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 indicator exists, the recoverable amount of the asset is determined. An impairment
exists when the carrying amount of the CGU exceeds its recoverable amount.
44
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 23. Impairment testing (continued)
Assets have been allocated to 16 CGU's (2022: 24). 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.
Impairment testing results
The consolidated entity assessed impairment indicators across its 16 CGU's and identified 4 CGU's that had
indicators of impairment. The CGU's identified to have impairment indicators were:
- Hexham
- Lithgow
- Maryborough
- Port Macquarie
The recoverable amount of these CGU's have 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 identified CGU.
As at 30 June 2023, no impairment charge was recognised in relation to these CGU's. The results were as follows:
Recoverable
Amount
(VIU)
$
Carrying
amount
$
Headroom
$
23,821
313,692
530,091
1,985,517
5,054
245,880
392,349
1,758,255
18,767
67,812
137,742
227,262
2,853,121
2,401,538
451,583
CGU #
CGU Name
# 1
# 2
# 3
# 4
Hexham
Lithgow
Maryborough
Port Macquarie
Key assumptions used in the impairment testing
Assumption
Discount rate
Revenue growth rate year 1
Revenue growth rate year 2 onwards
Average budgeted cost of sales (% of revenue)
Average budgeted labour costs (% of revenue)
Budgeted capital expenditure
Amount
17.5%
3-25%.
3%
37%
36-39%
$10,000
Sensitivity
In order to assess any estimation uncertainty, the consolidated entity performed sensitivity analysis on the
impairment calculations presented in these financial statements for the 4 CGU's. In the event that that the stores
trading revenue improved by 10%, the existing headroom would be further extended. In the event the stores trading
revenue declined by 10%, the consolidated entity would need to recognise an impairment of $36,960 which would
be distributed proportionally between property, plant and equipment and right-of-use assets of these stores.
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.
45
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 24. 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.
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.
The consolidated entity had loans from related parties outstanding were $8,712,335 (2022: $8,500,000) with fixed
interest rate of 7.3% (2022: 5.25%). The consolidated entity did not have any variable rate interest borrowings.
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.
46
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 24. 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
2023
$
2022
$
230,819
181,846
412,665
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 - 2023
Non-derivatives
Non-interest bearing
Trade payables
GST payment plan
Other payables
Interest-bearing - variable
Other loans
Insurance premium funding
Interest-bearing - fixed rate
Related party loans
Lease liability
Total non-derivatives
Weighted
average
interest rate
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years Over 5 years
$
$
Remaining
contractual
maturities
$
-
7.00%
-
2,160,994
483,828
327,951
6.00%
5.10%
300,160
43,186
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,160,994
483,828
327,951
300,160
43,186
7.30%
3.69%
1,301,583
1,844,611
6,462,313
1,500,000
1,808,865
3,308,865
4,500,000
4,287,853
8,787,853
1,512,335
5,744,261
7,256,596
8,813,918
13,685,590
25,815,627
47
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 24. Financial instruments (continued)
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 Over 5 years
$
$
Remaining
contractual
maturities
$
-
-
-
7.00%
1,846,662
872,198
634,510
945,522
-
-
-
166,712
6.00%
7.20%
-
89,530
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,846,662
872,198
634,510
1,112,234
-
89,530
5.25%
3.69%
-
2,578,695
6,967,117
4,499,750
1,921,662
6,588,124
1,000,000
4,671,590
5,671,590
3,000,250
10,890,602
13,890,852
8,500,000
20,062,549
33,117,683
-
-
-
-
-
19,550
19,550
-
-
19,550
19,550
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
Note 25. 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 - warrants
Total liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
19,550
19,550
19,550
19,550
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.
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.
48
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 25. Fair value measurement (continued)
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 2021
Gains recognised in profit or loss
Balance at 30 June 2022
Gains recognised in profit or loss
Balance at 30 June 2023
Note 26. Remuneration of auditors
Derivative
financial
instruments
$
(651,827)
632,277
(19,550)
19,550
-
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:
Audit services - Grant Thornton Audit Pty Ltd
Audit or review of the financial statements
Note 27. Contingent liabilities
Consolidated
2023
$
2022
$
170,000
230,200
The consolidated entity has given bank guarantees as at 30 June 2023 of $306,155 (2022: $305,891) to various
landlords.
Note 28. Related party transactions
Parent entity
Oliver's Real Food Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 30.
Key management personnel
Disclosures relating to key management personnel are set out in note 29 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 or owing to related parties
Consolidated
2023
$
2022
$
636,854
348,694
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.
49
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 28. Related party transactions (continued)
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Consolidated
2023
$
2022
$
Current borrowings:
Loan from Green Superannuation Fund - Martin Green is a trustee of the Fund
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
300,160
225,000
525,000
188,996
186,004
300,160
-
-
-
-
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
1,275,000
2,975,000
1,644,181
1,618,154
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 16.
Note 29. Key management personnel disclosures
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 2023.
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
Note 30. Interests in subsidiaries
Consolidated
2023
$
2022
$
660,852
47,474
604,052
42,381
708,326
646,433
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
Principal place of business /
Country of incorporation
Ownership interest
2022
2023
%
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
50
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Principal place of business /
Country of incorporation
Ownership interest
2022
2023
%
%
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%
Parent
2023
$
2022
$
5,891,237 (11,669,878)
5,891,237 (11,669,878)
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 30. Interests in subsidiaries (continued)
Name
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
Note 31. Parent entity information
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Statement of profit or loss and other comprehensive income
Profit/(loss) after income tax
Total comprehensive income
51
Oliver's Real Food Limited
Notes to the financial statements
30 June 2023
Note 31. Parent entity information (continued)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Accumulated losses
Total deficiency in equity
Parent
2023
$
2022
$
933,682
1,080,911
9,384,648 11,038,341
6,682,688
7,782,297
24,705,202 34,250,132
36,061,382 34,061,382
(51,381,936) (57,273,173)
(15,320,554) (23,211,791)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity has guarantees for its subsidiaries in relation to property lease as at 30 June 2023 and 30 June
2022.
Contingent liabilities
Except for the bank guarantees as detailed in note 27, the parent entity has no other contingent liabilities as at 30
June 2023 and 30 June 2022.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June
2022.
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:
●
● Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
be an indicator of an impairment of the investment.
Note 32. Events after the reporting period
On 27 July 2023 a new sub-lease was executed with Ampol Petroleum Australia Limited which secures the Wyong
Northbound lease for five years and two 5-year options. The store will change location of the site and will operate
from a new facility from late September 2023.
A further $500,000 in committed funding has been provided by Gelba Pty Ltd on 28 August 2023.
No other matter or circumstance has arisen since 30 June 2023 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.
52
Oliver's Real Food Limited
Directors' declaration
30 June 2023
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 2023 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
30 August 2023
53
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 2023,
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 2023 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 Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (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.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that as at 30 June 2023 the
Consolidated Entity’s current liabilities exceeded its current assets by $5,749,007, and has a net deficiency in
assets of $15,320,555. 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.
www.grantthornton.com.au
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54
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 23
AASB 136 Impairment of Assets requires entities to
assess at the end of each reporting period whether
there is any indication that an asset or CGU may be
impaired. The entity shall estimate the asset’s or
CGU’s recoverable amount if any indication exists.
The carrying amounts of the CGUs being the individual
stores that had impairment indicators were assessed
by management for impairment by estimating their
recoverable amount using a value-in-use method per
AASB 136.
Significant 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 based on historical ability to forecast;
• 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.
Partial conversion of debt with related parties to
equity – note 16 and 19
Oliver’s Real Food Limited completed the restructuring
of its debt facilities, by extending the facilities available,
converting a component of the debt to equity and
extending the terms and repayment dates.
AASB 9 Financial Instruments provides guidance
regarding whether an exchange between a borrower
and lender of debt instruments should be accounted for
as a modification or an extinguishment of the original
facility and recognition of a new financial liability.
Our procedures included, amongst others:
• Reviewed management’s expert’s accounting
memorandum in respect of the debt modification
during the period, we specifically assessed the
following:
- Whether the creditors were acting in their
capacity as a direct or indirect shareholder;
-
The appropriateness of the accounting policy
developed and applied;
#10417878v3
55
Grant Thornton Australia Limited
Extinguishment accounting is required if the terms of
the existing and modified instruments are considered
‘substantially different’, which is a qualitative
assessment, or if there is at least a 10% change in the
net present value of future cash flows, which is a
quantitative assessment.
However, the application of the AASB 9 guidance is
more complex in scenarios where the creditor is also a
shareholder and acting in its capacity as a shareholder.
Neither AASB 132 Financial Instruments: Presentation
nor AASB 9 specifically addresses the accounting
treatment to be adopted where an entity issues non-
convertible debt but subsequently enters into an
agreement to discharge all or part of the liability in
exchange for an issue of equity, which has occurred in
this instance.
Due to the significance of the debt facilities to the
Consolidated Entity’s balance sheet and the significant
judgement involved in the application of accounting
standards in this transaction, we have considered this
a key audit matter.
- Whether the modification of terms for the debt
should be accounted for as a modification or an
extinguishment; and
-
Assuming the debt should be accounted for as
an extinguishment, assessed the fair value of
the new debt undertaken for appropriateness,
which involved management assessing what
market rate interest can be obtained on the
modified debt.
•
In consultation with our technical accounting team,
review the accounting memorandum prepared by
management’s expert to assess the accounting
treatment and market interest rate used to
determine the appropriateness of the position taken;
• Evaluated the competence, capability and objectivity
of management’s expert for the accounting
treatment and market interest rate assessment;
• Reviewed the calculations prepared by
management’s expert to ensure they were
appropriate;
• Obtained direct confirmation from the lenders to
confirm the principal debt amounts and interest
outstanding; and
• Assessed the adequacy of disclosures in the
financial statements, including the disclosure of
significant judgements and policies adopted.
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 2023, 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.
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Grant Thornton Australia Limited
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/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 8 to 13 of the Directors’ report for the year
ended 30 June 2023.
In our opinion, the Remuneration Report of Oliver’s Real Food Limited, for the year ended 30 June 2023
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, 30 August 2023
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Grant Thornton Australia Limited
Oliver's Real Food Limited
Shareholder information
30 June 2023
The shareholder information set out below was applicable as at 21 August 2023.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
Options over ordinary
shares
Warrants over ordinary
shares
Number
of holders
% of total
shares
issued
Number
of holders
% of total
Options
issued
Number
of holders
% of total
Warrants
issued
43
264
270
1,154
251
-
0.20
0.46
8.47
90.87
1,982
100.00
1,370
4.17
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
1
-
-
-
-
100.00
-
100.00
-
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a
marketable parcel
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
issued
19.90
19.36
6.44
4.72
3.03
2.65
2.32
2.27
1.51
1.23
1.02
0.97
0.83
0.79
0.68
0.67
0.66
0.61
0.49
0.45
70.60
Number
held
87,691,544
85,327,516
28,387,500
20,785,318
13,348,287
11,666,667
10,220,263
10,000,000
6,666,667
5,420,155
4,500,000
4,269,692
3,674,335
3,500,000
3,000,000
2,951,816
2,888,363
2,666,666
2,170,000
2,000,000
311,134,789
Gelba Pty Limited
Mr Michael John Gregg & Mrs Suzanne Jane Gregg
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)
Mr Peter Darrell Roberts
WR Simpson Nominees Pty Ltd (Simpson Super Fund A/C)
Citicorp Nominees Pty Limited
Ms Anne Louise Matthews
Wolram Investments Pty Ltd (Wolram A/C)
MFA Capital Pty Ltd (T & J Adams Super Fund A/C)
Gazelle Bicycles Australia Pty Ltd (Gazelle Bicycle Aus SBF A/C)
Mr Nathan Christopher Devine
Mr Francis Glenister White
Mr Mark Kelly & Ms Terese Annette Kelly (Kel's Super Duper S/F A/C)
58
Oliver's Real Food Limited
Shareholder information
30 June 2023
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 Liimited
Zanya Nominees Pty Ltd (JLS Superannuation A/c
Mr Jason Anthony Gunn
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
19.36
19.90
6.44
4.72
3.03
2.65
2.27
Number
held
85,327,516
87,691,544
28,387,500
20,785,318
13,348,287
11,666,667
10,000,000
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.
59
Oliver's Real Food Limited
Corporate directory
30 June 2023
Directors
Martin Green
Steven Metter
Kathryn Gregg
Benjamin Williams
Company secretary
Robert Lees
Australian business number
('ABN')
33 166 495 441
Registered office and principal
place of business
Level 1, 5 Lenton Place
North Rocks NSW 2151
+61 2 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
60