APPENDIX 4E
FOR THE YEAR ENDED 30 JUNE 2021
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Name of entity:
1.
ABN or equivalent company
reference:
98 084 370 669
Yowie Group Ltd
Reporting period:
Year ended 30 June 2021
Previous corresponding
period:
Year ended 30 June 2020
2.
Results for announcement to the market
2.1 Revenue from ordinary activities
up
17%
to
US$
12,578,381
2.2 Profit from ordinary activities for the period after
up
N/A
to
894,956
tax attributable to members
2.3 Net profit for the period attributable to members
Up
N/A
to
894,956
2.4 Dividends
Final dividend
Interim dividend
Amount per security
Franked amount per
security
Nil
Nil
N/A
N/A
2.5 Record date for determining entitlements to the
dividends
N/A
2.6 Brief explanation of any of the figures reported above to enable the figures to be understood:
The increase in revenue from ordinary activities for the period by 17% compared to the previous
corresponding period is primarily due to increasing consumer take away resulting from the US
market fully opening up and consumers with more disposable income.
Further commentary on the results for the period can be found in the Annual Report
accompanying this Appendix 4E.
YOWIE GROUP LIMITED
ABN 98 084 370 669
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2021
CONTENTS
Company Directory
Chief Executive Officer’s Report
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Audit Report
ASX Additional Information
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Page
1
2
5
27
28
29
30
31
32
70
71
75
(Expressed in US Dollars (US$), unless stated otherwise)
COMPANY DIRECTORY
DIRECTORS:
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Mr Louis Carroll (Non-Executive Chairman)
Mr Mark Schuessler (Managing Director)
Mr John Patton (Non-Executive Director)
Mr Nicholas Bolton (Non-Executive Director)
KEY MANAGEMENT:
Mr Wayne Brekke (Global Chief Financial Officer)
Ms Cynthia Thayer (Global Chief Marketing Officer)
COMPANY
SECRETARY:
REGISTERED AND
PRINCIPAL OFFICE:
Mr Neville Bassett
Level 4
216 St Georges Terrace
Perth WA 6000
Telephone: (08) 6268 2640
ABN:
98 084 370 669
COMPANY WEBSITE ADDRESS:
www.yowieworld.com
AUDITORS:
SHARE REGISTRY:
RSM Australia
Level 32, Exchange Tower
2 The Esplanade
Perth WA 6000
Link Market Services Limited
Level 12, QV1 Building
250 St Georges Terrace
Perth WA 6000
Telephone: 1300 554 474 or +61 2 8280 7111
ASX CODE:
YOW
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CHIEF EXECUTIVE OFFICER’S REPORT
The financial year 2021 was very successful as evidenced by every aspect of our financial
performance, despite a difficult and uncertain environment with COVID affecting both the US
and AUS, manufacturing uncertainties and the volatile global supply chain. We were able to
meet consumer and retailer expectations, resulting in Group net sales of US$12.6 million, a
17% increase versus the previous year. We built sales momentum in the second half of the
year which has carried into the start of FY2022. The entire Yowie team’s focus is to build
sustainable profits and cash flows.
The Group greatly improved EBITDA* achieving US$0.7 million (after the reversal of a prior
+US$0.73 million inventory write-off) compared to last year’s loss of -US$3.8 million (which
includes a -US$1.28 million inventory write-off). The improved EBITDA is due principally to the
increase in sales and a US$1.5 million in reduction in marketing, sales and administrative
expenses.
*EBITDA (Earnings before interest, taxes, depreciation, amortisation and share based payments
expense)
The Group significantly improved its operating cash flow with a net increase of US$2.7 million,
before the US$6.1 million return of capital, compared to the previous year of a -US$1.6 million
burn (excluding the US$3 million return of capital). This net improvement was the result of
improved sales, reduced expenses and timing of raw material purchases.
We made excellent progress with our key priorities, specifically:
1. Top Line sales
US: As retailers opened up and consumer foot traffic improved, retailer warehouse
inventory was replenished, pushing Yowie shipments higher with 7.8 million units
shipped, +16% versus last year. In addition, US consumer sales showed increases in the
second half of the year across all channels of trade, resulting in a 14% increase for the
year. This is due to increased distribution at larger retailers and same store increases
across all channels. The 4th quarter of FY2021 reflects the momentum we have seen for
the last 6 months, across all channels. Our largest customer has seen a 90% increase in
same store sales the last 13 weeks.
Nielsen® sales data as of 19 June 2021 reflected the following $ sales for the past 52
weeks and the latest 13 weeks:
Total US
Convenience
Food
Drug
Mass
52 weeks
+14.1%
+25.7%
+76.2%
-6.7%
-5.2%
13 weeks
+70.5%
+53.6%
+93.9%
+53.7%
+104.1%
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CHIEF EXECUTIVE OFFICER’S REPORT
We remain the #2 novelty item in the category with solid overall rankings in $’s per
store per week in all channels as of 19 June 2021:
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Total US
Convenience
Food
Drug
Mass
#8
#14
#9
#22
#17
Increasing our distribution remains a priority as well, though expansion in the US slowed
overall due mainly to COVID. We made gains in our target channels of Grocery and
Convenience. US distribution across all channels at 39.2% of stores carrying Yowie
based on Nielsen ACV (All Commodity Volume) xAOC (eXtended® All Outlets Combined:
Food, Drug, Mass and Convenience) from 41.6% the previous year.
AUS: Despite supply chain issues, mainly procuring shipping containers from the US to
AUS, our shipments were +8% compared to previous year, and sales at retail remained
solid despite limited trade promotion activity in the back half of the year. We expect
trade plans for next year to increase as we focus on adding distribution across all
channels to open up availability to the home market of Yowie.
2. Building consumer awareness through social media is key. Our objectives are to build
trial, achieve repeat purchase and build a Yowie community. We efficiently use media
on Facebook, Instagram, Google, YouTube, Tik Tok, along with social media influencers.
As a result, our brand awareness increased 32% in our annual survey.
We also want to keep collectors interested and excited. We ran a short promotion in the
US and AUS that was very well received featuring toys from several previous series. We
also launched with our seventh series in the US, “Animals with Superpowers”, which will
be launched in AUS later this year.
3. Our culture is focused on driving top line sales and encourages creativity, but also
fiscal discipline to drive sustainable profitability. Our focuses are:
a. Continual evaluation of our cost structure to become more efficient, continue
with our above industry margins (~50%) and allow for more marketing and retail
trade investment. This is critical as we are currently in a highly inflationary
environment, but we have managed to cut unnecessary costs and negotiated
favourable terms with several major suppliers (toys, chocolate).
b. Cash management, to provide flexibility with investment opportunities that may
arise.
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CHIEF EXECUTIVE OFFICER’S REPORT
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Given our history, cash management continues to be critical for us. Below is a
comparison of fiscal year 2021 versus the previous year, including the returns of
capital as we became more confident with our cash situation.
FY2021
US$2.4 million
Operating
(US$0.02 million)
Investing
FX
US$0.3 million
Total, before Return of Capital US$2.7 million
FY2020
(US$1.3 million)
(US$0.8 million)
US$0.5 million
(US$1.6 million)
Return of Capital
(US$6.1 million)
(US$3 million)
The current market environment still presents a high level of uncertainty with COVID still not
under control providing challenges around the globe. The momentum we enjoyed in the
second half of the year is carrying over into FY2022. We continue to monitor the retail
environment and the supply chain situation to stay on top of delivering retailer supply. Our
strategic priorities for sales growth, sustainable profitability and cash flow for FY2022 are:
1. Driving top line sales growth in both the US and AUS with increased distribution and
competitive trade programs across all trade channels are the keys to maintain our
consumer take-away momentum and giving consumers a place to find our products.
2. Building consumer awareness of our brand mission to educate consumers about
conservation and endangered species, through effective digital engagement, new series
and new confectionary items.
3. Focusing on fiscal discipline and cash management, to maintain margins in this
competitive environment and allow us to invest where appropriate.
We certainly appreciate the support of the Yowie shareholders and are determined to build a
sustainable and successful business.
Mark Schuessler
Managing Director & Global Chief Executive Officer
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DIRECTORS’ REPORT
Your Directors submit their report together with the financial report of Yowie Group Limited
(“the Company”) and the consolidated entity (“the Group”) for the year ended 30 June 2021.
DIRECTORS
The names and details of the Company’s Directors in office during the financial year and until
the date of this report are as follows. Directors were in office for this entire period unless
otherwise stated.
As at the date of this report, the Company does not have an Audit, Remuneration or
Nomination Committee of the Board of Directors. The full Board assumes the responsibilities
of these individual committees. Given the size of the Company, it is felt that separate
committees cannot be warranted but as the Company grows, these committees may be
established.
Mr Louis Carroll
Non-Executive Chairman
Qualifications: BA (Hons) in English
Mr Carroll has had a successful international career, culminating in CEO and Chair roles, across
a range of private and publicly owned companies.
He has had executive roles with Mars in Australia and the United Kingdom. He established the
TeleTech business in Australia which grew to become TeleTech Asia Pacific with revenues of
more than A$200 million and more than 4,000 employees in six countries under his leadership.
He was a Director of Cover-More through its Initial Public Offering in 2013, becoming Chairman
two years later and driving that Company’s successful sale in 2017 to Zurich. He now chairs
Cover-More as a wholly owned subsidiary of Zurich.
He also has numerous early-stage technology investments and acts as an advisor to some of
these.
Mr Mark Schuessler
Global Chief Executive Officer
Managing Director
Qualifications: BSBA, MBA Finance
Mr Schuessler is an experienced senior executive leader with more than 30 years’ U.S. and
international markets experience. Mr Schuessler has extensive cross discipline and cross
category operational leadership experience in the consumer packaged goods industry with
Doumak Inc., The Campbell Soup Company, Procter and Gamble and early financial roles in
the printing and banking industries.
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DIRECTORS’ REPORT
DIRECTORS (continued)
Mr Mark Schuessler (continued)
Mr Schuessler was President and Chief Operating Officer of Doumak Inc. from 2013, a
privately held US$100+ million confectionery manufacturer of the Campfire brand, private
label marshmallows distributed throughout the U.S. and the Rocky Mountain brand
distributed in more than 70 countries globally. During his leadership period, the Company
experienced annual top line double digit growth and a significant increase in the bottom line
through increased productivity, new item launches and a global market focus. Prior to being
President and Chief Operating Officer, Mr Schuessler was Vice President and Chief Operating
Officer of Sales and Marketing with significant sales and profit growth.
Mr Nicholas Bolton
Non-Executive Director (appointed on 30 November 2020)
Mr Bolton has managed operational, investments and restructures assets in aviation, finance,
property, energy, shipping, infrastructure and IT sectors. Mr Bolton is focused on delivering
superior risk adjusted returns through active management and innovative solutions to
challenging issues for investors and banking industries.
Mr John Patton
Non-Executive Director (appointed on 5 February 2021)
Qualifications: B.Ec, CA (CAA), F Fin
Mr Patton is a chartered accountant with over 30 years of professional services and industry
experience. He was previously a Partner with Ernst & Young in the Transactions Advisory
Services division. Mr Patton has senior executive and extensive corporate finance credentials,
having been involved in over 150 corporate transactions.
Mr Tudor Marsden-Huggins
Non-Executive Director (appointed on 7 October 2020; removed on 27 November 2020)
Mr Marsden-Huggins has extensive sales and marketing experience, across a variety of
industries, in the UK, Canada and Australia.
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DIRECTORS’ REPORT
DIRECTORS (continued)
Directorships of other listed companies during the past three years
Name
Company
Mr L Carroll
Mr M Schuessler
Mr N Bolton
Mr J Patton
No other directorships
No other directorships
Keybridge Capital Limited
Metgasco Limited
Aurora Funds Management Limited, a Responsible
Entity of HHY Fund, Aurora Global Income Trust,
Aurora Absolute Return Fund, Aurora Property Buy-
Write Income Trust and Aurora Dividend Income Trust
Interests in the shares and options of the Company
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Ceased
-
-
Current
Current
Current
As at the date of this report, the Directors (including their personal related parties) held the
following ordinary shares, options and rights over ordinary shares in the Company as set out
below.
Name
Mr L Carroll
Mr M Schuessler
Mr N Bolton 1
Mr J Patton 2
Total
Number of
Ordinary Shares
1,565,217
1,208,248
30,246,577
26,326,643
59,346,685
Number of Options
-
-
-
-
-
Number of Rights
-
-
-
-
-
1
2
Indirectly held – Keybridge Capital Limited. Keybridge Capital Limited also holds 2,648,700 cash settled-swaps
Indirectly held – Aurora Funds Management Limited in its capacity as responsible entity for HHY Fund
COMPANY SECRETARY
Mr Neville Bassett AM
Company Secretary
Non-Executive Director (resigned on 27 November 2020)
Qualifications: BCom, FCA
Mr Bassett is a chartered accountant with more than 30 years of experience. He has been
involved with a diverse range of Australian public listed companies in directorial, company
secretarial and financial roles.
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DIRECTORS’ REPORT
SENIOR EXECUTIVES
Mr Wayne Brekke
Global Chief Financial Officer
Qualifications: BBA, MBA Finance, CPA
Mr Brekke is a senior finance executive with over 30 years of broad US and international
finance experience. Mr Brekke has held extensive finance leadership positions in food,
consumer products and manufacturing with global companies such as, McDonald’s, Kraft
Foods and AC Nielsen.
Prior to joining Yowie Group Limited, Mr Brekke was the Group Controller for the Garvey
Group, a subsidiary of Orora Limited (ASX: ORA) where he successfully implemented various
operational efficiencies.
Ms Cynthia Thayer
Global Chief Marketing Officer
Qualifications: BA
Ms Thayer has over 25 years of marketing expertise in key areas including brand architecture
development, market research, consumer packaged goods (CPG) advertising across traditional
and digital channels, retail and shopper marketing, licensing, toy design and new product
development. Ms Thayer also has broad marketing expertise in food, consumer products,
manufacturing and advertising agencies with the Chamberlain Group, TPN, Flair
Communications, Creata and the Marketing Store.
Ms Thayer came from the largest global manufacturer of garage door openers, The
Chamberlain Group, managing its newest product development growth area into the smart
home category. She was a key player in bringing their newest smart technology brand to life
from the ground up, then building out and implementing its go-to-market plan across TV
advertising, digital advertising, SEO, social media, PR and retail merchandising.
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DIRECTORS’ REPORT
PRINCIPAL ACTIVITY
Yowie Group Limited is a global brand licensing Company, specialising in the development of
consumer products designed to promote learning, understanding and engagement with the
natural world through the adventures and exploits of six endearing Yowie characters.
Educating children and adults about the environment and ecology and ‘Save the Natural
World’ is at the heart of the Yowie proposition. Yowie Group Limited employs its company-
owned intellectual property rights to supply Yowie branded chocolate confectionery product, a
digital platform and Yowie branded licensed consumer products. The Group’s vision for the
Yowie brand is to distribute on a widening basis the Yowie product in the US (United States of
America) and ANZ (Australia and New Zealand) with further international expansion.
OPERATING AND FINANCIAL REVIEW
During the financial year the Group continued to focus on building a strong sales and
distribution network both in the US and ANZ markets, with some updates below.
Sales and Distribution
• Global net sales for the year ended 30 June 2021 were US$12.6 million, 17% higher than
the previous corresponding period.
The improvement reflects increasing consumer take away resulting from the US market
opening up and consumers with more disposable income. The Group has also increased
its distribution in all channels of trade and is seeing a continued strong momentum in
orders and retail consumption moving into the new financial year.
• The Group’s “Blast from the Past” promotion, utilising toys from an earlier series,
launched successfully and was well received and added to our sales increase. Series 7 is
hitting store shelves now in the US and will be arriving in Australia during the fourth
quarter of this calendar year.
• Continued upward US Nielsen® retail $ consumption trends show the past 13 weeks
+70.5%, due to +53.6% in Convenience, +93.9% in Grocery and +104.1% in the Group’s
largest customer. Not only has distribution increased in all channels, but units per store
per week are up in each channel as well. The trend is continuing into the first quarter of
FY2022.
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DIRECTORS’ REPORT
OPERATING AND FINANCIAL REVIEW (continued)
Corporate
Corporate developments during the current year included:
• The Group completed the return of capital of A$0.04 per share with a total of A$8.73
million (equivalent to US$6.07 million) being returned to shareholders in July 2020.
• Mr Nicholas Bolton and Mr John Patton were elected to the Board at the Annual General
Meeting held on 27 November 2020, with Mr Bolton being appointed as a Non-
Executive Director on 30 November 2020 and Mr Patton on 5 February 2021.
Outlook
Notwithstanding an uncertain environment, with COVID affecting both the US and AUS
markets, manufacturing challenges and the volatile global supply chain, the team at Yowie
were able to meet consumer and retailer expectations, putting the Company on a solid footing
as it entered FY2022. The team is focused on achieving sustainable operating profitability and
effective cash management. In order to do so, our main focus areas are:
• Continue driving top line sales with increased distribution in both the US and AUS and
offering effective trade programs across all trade channels. This is critical to maintain
our consumer take-away momentum and to enable consumers to find our product.
• Fiscal discipline and cash management enables us to invest in the trade where
appropriate, and will also help us manage supply chain costs in this challenging
environment.
• Finding new ways to increase consumer awareness of our brand, whilst educating
consumers about conservation and endangered species, through new series and
confectionary items and digital engagement opportunities.
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DIRECTORS’ REPORT
Financial Overview
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• The Group maintained its Gross Margin at 49% of net sales.
• The Group’s EBITDA* for the year ended 30 June 2021 was US$0.7 million (after the
reversal of a prior +US$0.73 million inventory write-off), a significant improvement
compared to last year’s EBITDA loss of -US$3.8 million (including a -US$1.28 million
inventory write-off).
Improved EBITDA was attributable to an increase in sales, improved gross margins and
reduced logistics, marketing and admin (legal and executive salaries) expenses.
*EBITDA (Earnings before interest, taxes, depreciation, amortization and share-based
payments expense)
• The Group recorded a gain of US$0.73 million from the reversal of a prior period
inventory write-down (2020: inventory write-down of US$1.28 million) which is mostly
attributable to the use of toys that had been written down in the previous year. These
toys were used in the “Blast from the Past” promotion as discussed under Sales and
Distribution section.
• Net profit after tax for the year ended 30 June 2021 was US$0.9 million compared to a
net loss after tax of US$8.13 million in the previous corresponding period.
• The net assets of the Group decreased by US$4.9 million to US$8.5 million as at 30 June
2021, down from US$13.4 million as at 30 June 2020. The decrease in net assets was
mainly due to the return of capital of US$6.07 million, offset by additional cash flow
from improved business performance during the year.
• As at 30 June 2021 the Group’s consolidated cash position was US$8.4 million (30 June
2020: US$11.8 million).
• The Group made an improvement in its operating cash flow during the year.
Operating cash inflows for the year ended 30 June 2021 were US$2.43 million, a
significant improvement compared to the previous year’s cash outflows of US$1.32
million. This was achieved by higher sales, cost reductions and working capital
improvements.
• Capital, funding and liquidity are managed at the corporate level. A summary of the cash
flows for the Group is as follows:
Cash outflows used in:
- Operating activities
-
Investing activities
- Financing activities (return of capital)
Net cash outflows for the year
US$
2.43 million
(0.02 million)
(6.07 million)
(3.66 million)
Opening cash
Effect of foreign exchange movements
Closing cash and cash equivalents balance
11.79 million
0.27 million
8.40 million
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DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no matters that significantly affected the state of
affairs of the Group during the financial year, other than those referred to in the review of
operations.
DIVIDENDS
The Directors recommend that no amount be paid by way of dividend. No dividend has been
paid or declared since the end of the financial year.
DIRECTORS' MEETINGS
The number of meetings attended by each Director during the year was as follows:
Director
Mr L Carroll
Mr M Schuessler
Mr N Bolton
Mr J Patton
Mr N Bassett
Mr T Marsden-Huggins
Eligible to Attend
5
5
3
3
2
-
Attended
5
5
3
3
2
-
SHARES UNDER OPTION
There were no unissued ordinary shares under options or rights outstanding at 30 June 2021.
Shares issued as a result of the exercise of options
No shares were issued as a result of the exercise of options during the year ended 30 June
2021, including the period up to the date of this report.
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DIRECTORS’ REPORT
EVENTS SUBSEQUENT TO BALANCE DATE
As the impact of the Coronavirus (COVID-19) pandemic is ongoing, it is not practicable to
estimate the potential impact, positive or negative, after the reporting date. The situation is
rapidly developing and is dependent on measures imposed by the US and Australian
Government, such as maintaining social distancing requirements, quarantine, travel
restrictions and any economic stimulus that may be provided.
On 21 July 2021, Mr Louis Carroll (Non-Executive Chairman) has advised his intention to retire
from his position on the appointment of a suitable replacement. The Group is actively
searching for a suitable candidate for the position.
Other than matters noted above, no circumstances or events have arisen subsequent to the
end of the period, that have had, or are likely to have, a material impact on the financial
statements.
LIKELY DEVELOPMENTS
Information on likely developments in the operations of the Group is contained within the
operating and financial review.
REMUNERATION REPORT (audited)
This Remuneration Report outlines the Director and Executive remuneration arrangements of
the Company and the Group in accordance with the requirements of the Corporations Act
2001 and its Regulations. For the purposes of this report, Key Management Personnel (KMP) of
the Group are defined as those persons having authority and responsibility for planning,
directing and controlling the major activities of the Company and the Group, directly or
indirectly, including any Director (whether Executive or otherwise) of the parent company.
The Directors present the Yowie Group Limited FY2021 remuneration report, outlining key
aspects of our remuneration policy and framework, and remuneration awarded this year.
The report is structured as follows:
(a)
(b)
(c)
(d)
(e)
(f)
Key management personnel (KMP) covered in this report
Remuneration policy and link to performance
Elements of remuneration
Remuneration expenses for KMP
Contractual arrangements for KMP
Equity instrument disclosures relating to Key Management Personnel
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DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(a)
Key Management Personnel (KMP) covered in this report
Name
Mr Louis Carroll
Mr Mark Schuessler
Mr Nick Bolton
Mr John Patton
Mr Tudor Marsden-
Huggins
Mr N Bassett
Mr Wayne Brekke
Ms Cynthia Thayer
Position
Non-Executive Chairman
Global Chief Executive Officer
Managing Director
Non-Executive Director (appointed on 30 November 2020)
Non-Executive Director (appointed on 5 February 2021)
Non-Executive Director (appointed on 7 October 2020; removed on 27
November 2020)
Non-Executive Director (resigned on 27 November 2020)
Company Secretary (not considered as KMP)
Global Chief Financial Officer
Global Chief Marketing Officer
(b)
Remuneration policy and link to performance
The Board of Directors
is responsible for determining and reviewing compensation
arrangements for the Directors and Executive officers. The Board will assess the
appropriateness of the nature and amount of emoluments of such officers on a periodic basis
by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit from the retention of a high quality Board and Executive team.
From time to time, the Board engages an external remuneration consultant to assist with
reviewing the Group’s remuneration policy.
In particular, the Board aims to ensure that remuneration practices are:
•
competitive and reasonable, enabling the Company to attract and retain key talent;
• aligned to the Company’s strategic and business objectives and the creation of
shareholder value;
transparent and easily understood; and
•
• acceptable to shareholders.
To assist in achieving these objectives, the Board has linked the nature and amount of
executive KMP remuneration to the Company’s financial and operational performance.
Remuneration paid to the Company's Directors and Executives is also determined having
regard to the cash available to the Company.
At the Annual General Meeting (“AGM”) held on 27 November 2020, shareholders holding
approximately 63.52% of eligible votes cast an ‘Against’ vote in relation to the adoption of the
remuneration report for the year end 30 June 2020. The Company, therefore, received what is
known as a ‘First Strike’ under the Amendments to the Corporations Act.
In determining remuneration and bonuses of the KMP, the Board has had careful regard to the
outcome of the vote. In the prior year, the Group CEO had reduced his annual salary by
US$200,000. The Non-Executive Chairman and its Non-Executive Directors have also opted for
lower remuneration.
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DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(b)
Remuneration policy and link to performance (continued)
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Executive KMP are those directly accountable for the operational management and strategic
direction of the Company.
Having regard to the number of members currently comprising the Company’s Board and the
stage of the Company’s development, the Company does not have a separately established
remuneration committee. The functions that would be performed by a remuneration
committee are currently performed by the full Board.
Remuneration framework
Element
Fixed annual
remuneration
(FR)
Short-term
incentives
(STI)
Long-term
incentives
(LTI)
Purpose
Provide competitive market salary
monetary benefits.
including superannuation and non-
Reward available for meeting pre-determined performance hurdles within a
12-month time period.
Performance pay is ‘at risk’ such that if performance hurdles are not met, the
payment is not made, other than at the discretion of Directors to cover
unforeseen circumstances.
Performance pay may be paid in cash or in the form of share-based
compensation at the Board’s absolute discretion through participation in the
YOW Employee Incentive Plan (EIP) through participation in the annual grants
of service rights or performance rights where vesting are subject to
performance hurdles.
Performance hurdles are aligned to long-term shareholder value.
Performance rights are ‘at risk’ such that if performance hurdles are not met,
the performance rights do not vest.
The long term incentive once determined will be paid in cash or awarded as
fully vested service rights.
Performance rights are paid in the form of share-based compensation
through participation in the YOW Employee Incentive Plan (EIP).
Service Rights One off issuance subject to Board’s discretion to attract and retain high
calibre employee. Vesting of rights subject to Employee remaining employed
by the Company on the vesting date.
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DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(b)
Remuneration policy and link to performance (continued)
Balancing short-term and long-term performance
Annual incentives are set at a maximum of 100% of fixed remuneration, in order to drive
performance without encouraging undue risk-taking. Long-term incentives are assessed over a
two or three year period and are designed for the achievement of long-term growth in
shareholder returns.
Assessing performance
The Board is responsible for assessing performance against KPIs and determining the STI and
LTI to be paid. To assist in this assessment, the Board receives detailed reports on performance
from management, which are based on independently verifiably data such as financial
measures, market share and data from independently run surveys.
Minimum shareholding and holding conditions
All Directors and employees are encouraged to own shares in the Company. The Company
does not have a formal minimum shareholding policy or mandatory holding condition on
awarded shares. However, it is important to note that the nominal value of share rights is
determined at the commencement of the performance period motivating executives to hold
shares and grow shareholder value.
Use of remuneration consultants
On an as-needed basis, the Company may engage a remuneration consultant to provide
various services in relation to executive KMP remuneration and the Yowie Employee Incentive
Plan (EIP). During the year ended 30 June 2021, the Company has not engaged any
remuneration consultant.
16 | Page
D
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(c)
Elements of remuneration
(i)
Fixed annual remuneration (FR)
Fixed remuneration consists of a base remuneration package, which includes Directors’ fees (in
the case of Directors), salaries, consulting fees, employer contributions to superannuation
funds and non-monetary benefits such as health insurance and tax advisory services.
Fixed remuneration levels for Directors and Executive officers will be reviewed annually, or on
promotion by the Board through a process that considers the
individual’s personal
development, achievement of key performance objectives for the year, industry benchmarks
wherever possible and CPI data.
Total remuneration for Non-Executive Directors is determined by resolution of shareholders.
The Board determines actual payments to Directors and reviews their remuneration annually,
based on market relativities and the duties and accountabilities of the Directors. The maximum
available aggregate remuneration approved for Non-Executive Directors is A$200,000. Non-
Executive Directors do not receive any other retirement benefits other than a superannuation
guarantee contribution required by government regulation, which was 9.5% of their fees for
the year ended 30 June 2021.
Non-Executive Directors may provide specific consulting advice to the Company upon direction
from the Board. Remuneration for this work is made at market rates. No such advice was
provided in the year ended 30 June 2021.
(ii)
Short-term incentives (STI)
Feature
Max opportunity
Performance metrics
100% of fixed remuneration or as stipulated in the respective employment contract.
Description of STI
The STI metrics align with our strategic priorities of market competitiveness, achieving
financial budget, operational excellence, shareholder value and fostering talented and
engaged people.
Achievement of award
and Board’s discretion
The Board has discretion to adjust remuneration outcomes up or down to prevent any
inappropriate reward outcomes, including reducing (down to zero, if appropriate) any
deferred STI award.
Delivery of STI
Exercise price
Forfeiture and
termination
100% of the STI award is paid in cash or equity, subject to meeting vesting conditions of
performance hurdles. The mode of delivery is at the discretion of the Board and subject
to shareholders’ approval at AGM.
Exercise price of options is determined based on premium to share price at which the
company’s shares are traded on the Australian Securities Exchange on date of the grant.
Exercise price of performance rights are generally nil.
Options and performance rights will lapse if performance conditions are not met.
Options and performance rights will be forfeited on cessation of employment unless the
Board determines otherwise in its sole and absolute discretion, e.g. in the case of
retirement due to injury, disability, death or redundancy.
17 | Page
D
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(c)
Elements of remuneration (continued)
(iii)
Long-term incentives (LTI)
Feature
Max opportunity
100% of fixed remuneration or as stipulated in the respective employment contract.
Description of LTI
Performance metrics
The LTI metrics align with our strategic priorities of market competitiveness, achieving
financial budget, operational excellence and long-term shareholder value.
Delivery of LTI
Exercise price
Forfeiture and
termination
100% of the LTI award is paid in cash or equity, subject to meeting vesting conditions of
performance hurdles. The mode of delivery is at the discretion of the Board and subject
to shareholders’ approval at AGM.
Exercise price of options is determined based on premium to share price at which the
company’s shares are traded on the Australian Securities Exchange on date of the grant.
Exercise price of service rights and performance rights are generally nil.
Options and performance rights will lapse if performance conditions are not met. Options
and performance rights will be forfeited on cessation of employment unless the Board
determines otherwise in its sole and absolute discretion, e.g. in the case of retirement
due to injury, disability, death or redundancy.
(vi)
Service rights (SR)
Feature
Max opportunity
Description of SR
One off issuance subject to Board’s discretion to attract and retain high calibre
employee.
Performance metrics
Subject to employee remains employed by the Company on the vesting date.
Delivery of SR
Exercise price
Forfeiture and
termination
100% of the SR award is paid in cash or equity, subject to meeting vesting conditions of
performance hurdles. The mode of delivery is at the discretion of the Board and subject
to shareholders’ approval at AGM.
Exercise price of options is determined based on premium to share price at which the
company’s shares are traded on the Australian Securities Exchange on date of the grant.
Exercise price of service rights and performance rights are generally nil.
Options and service rights will lapse if performance conditions are not met. Options and
performance rights will be forfeited on cessation of employment unless the Board
determines otherwise in its sole and absolute discretion, e.g. in the case of retirement
due to injury, disability, death or redundancy.
18 | Page
D
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(c)
Elements of remuneration (continued)
Company performance
The table below shows the performance of the Company for the past five financial years.
FY2021
FY2020
FY2019
FY2018
FY2017
Total Income (US$)
12,671,268
11,026,691
14,701,672
17,606,600
19,896,944
Net Income / (Loss) (US$)
894,956
(8,132,605)
(5,099,511)
(4,926,820)
(7,297,601)
Return of Capital (US$)
6,066,311
2,981,926
Closing Share Price (A$)
0.041
0.035
-
0.05
-
0.07
-
0.31
Number of Shares
218,567,901
218,296,162
217,748,987
216,744,323
214,055,365
Market Capitalisation (A$)
8,961,284
7,640,366
11,322,947
14,738,614
66,357,163
(d)
Remuneration expenses for KMP
Remuneration packages may contain the following key elements:
a) Short-term benefits, including salary and fees, bonus and other benefits;
b) Post-employment benefits, including superannuation; and
c) Share-based payments, including options and rights granted as remuneration.
19 | Page
D
Total
(US$)
Performance
based
(%)
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(d)
Remuneration expenses for KMP (continued)
The following table discloses the remuneration of the key management personnel during the financial year:
FY2021
Directors
Mr L Carroll 3
Mr M Schuessler
Mr N Bolton 4
Mr J Patton 5
Mr N Bassett 6
Mr T Marsden-
Huggins 7
Senior Executives
Mr W Brekke
Ms C Thayer
Total
Short-Term Benefits
Salary and
Fees 1
(US$)
Bonus
(US$)
Post-
Employment
Superannuation
(US$)
71,780
322,600
26,787
15,826
29,687
6,159
207,600
222,600
903,039
-
-
-
-
-
-
15,291
15,291
30,582
6,819
-
-
-
-
-
-
-
6,819
Share-based Payments 2
Performance-
based
(US$)
Service-
based
(US$)
Options
Termination
Payments
(US$)
(US$)
-
-
-
-
-
-
-
-
-
2,477
-
-
-
-
-
-
-
2,477
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
81,076
322,600
26,787
15,826
29,687
6,159
222,891
237,891
942,917
-
-
-
-
-
-
-
-
-
1 This includes annual leave where applicable.
2 Calculated in accordance with AASB 2 Share-based Payments. Refer to Note 15.
3 Mr L Carroll’s annual salary was reduced from A$110,000 (inclusive of superannuation) to A$82,215 (inclusive of superannuation) effective from 1 May 2021.
4 Appointed on 30 November 2020. Mr N Bolton’s annual salary was reduced from A$65,700 to A$49,275 effective from 15 April 2021.
5 Appointed on 5 February 2021
6 Resigned as Non-Executive Director on 27 November 2020. Mr N Bassett’s salary and fees also include his duties as the Company Secretary during the period he was considered
KMP.
7 Appointed on 7 October 2020 and removed on 27 November 2020.
20 | Page
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(d)
Remuneration expenses for KMP (continued)
FY2020
Short-Term Benefits
Salary and
Fees 1
(US$)
Bonus
(US$)
Post-
Employment
Superannuation
(US$)
Share-based Payments 2
Performance-
based
(US$)
Service-
based
(US$)
Options
Termination
Payments
(US$)
(US$)
D
Total
(US$)
Performance
based
(%)
Directors
Mr L Carroll
Mr M Schuessler 3
Mr N Bassett 4
Mr G Watts 5
Mr T Kestell 6
Senior Executives
Mr W Brekke
Ms C Thayer
Total
67,427
484,138
68,997
5,532
-
207,600
222,600
1,056,294
-
-
-
-
-
-
-
-
6,406
-
3,494
526
-
-
-
10,426
-
-
-
-
-
-
-
-
14,514
-
-
-
-
-
-
14,514
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
88,347
484,138
72,491
6,058
-
207,600
222,600
1,081,234
-
-
-
-
-
-
-
1 This includes annual leave where applicable.
2 Calculated in accordance with AASB 2 Share-based Payments. Refer to Note 15.
3 Mr M Schuessler’s annual salary was reduced from US$522,600 to US$322,600 effective 20 April 2020.
4 Appointed as Non-Executive Director on 5 August 2019. Mr N Bassett’s salary and fees also include his duties as the Company Secretary.
Mr N Bassett received salary and fees in relation to his duties as the Company Secretary of US$2,794 in the month of July 2019 prior to becoming KMP and his appointment to Non-
Executive Director.
5 Resigned on 5 August 2019.
6 Resigned on 5 July 2019.
21 | Page
D
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(d)
Remuneration expenses for KMP (continued)
Share-based compensation to key management personnel
Shareholders approved the YOW Employee Incentive Plan (EIP) at the Annual General Meeting
held on 23 November 2015. The EIP which had an approval period of three years, expired on
23 November 2018. In the event that the Company wishes to issue equity securities under an
EIP, a new EIP will need to be approved by shareholders. The EIP is developed to meet
contemporary equity design standards and to provide the greatest flexibility in the design and
offer choices available in the various new equity schemes. The EIP enables the Company to
offer employees a range of different employee share scheme (“ESS”) interests. These ESS
interests or awards include options, performance rights, service rights, deferred shares,
exempt shares, cash rights and stock appreciation rights.
Whenever Shares are acquired under the EIP, they may be acquired and held by an Employee
Share Trust (“EST”). The EST will be governed by a trust deed (“EST Trust Deed”) outlining the
rules of the EST and the responsibilities of the Trustee, the Company and participants.
The Board believes that the grant of incentives under the EIP to eligible participants will
underpin the employment strategy of attracting and retaining high calibre staff capable of
executing the Company’s strategic plans, and will maximise the retention of key management
and operational staff; enhance the Company’s ability to attract quality staff in the future, link
the rewards of key staff with the achievement of strategic goals and the long term
performance objectives of the Company, and provide incentives to participants of the EIP to
deliver superior performance that creates shareholder value.
Where the participant is a Director or related party of the Company, specific shareholder
approval needs to be sought under the ASX Listing Rules prior to the grant of incentives under
EIP to such an individual.
The exercise price, if any will be determined by the Board in its discretion and set out in the
related invitation. The exercise price may be any amount and may be as low as zero, in which
case a statement to that effect will be set out in the related invitation.
Securities issued under the EIP will lapse or be forfeited on the earliest of:
a) Any expiry date applicable to the securities;
b) Any date which the Board determines that vesting conditions applicable to the
securities are not met or cannot be met;
c) The participant dealing in respect of the securities in contravention of the EIP; and
d) The Board determining that a participant has committed an act of fraud, is ineligible to
hold the office for the purposes of Part 2D.6 of the Corporations Act, or is found to
have acted in a manner that the Board considers to constitute gross misconduct.
22 | Page
D
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(d)
Remuneration expenses for KMP (continued)
Share-based compensation to key management personnel (continued)
No options or rights were granted to key management personnel as remuneration during the
year.
Details of options and rights that vested and exercised, or lapsed during the year are set out
below:
Name
Grant Date
Vesting
Date
Number of
Options/Rights
Vested and
Exercised
Number of
Options/Rights
Lapsed/Forfeited
Mr L Carroll
16 Nov 2017
18 Sep 2020
271,739
-
(e)
Contractual arrangements for KMP
Remuneration and other terms of employment for Executives are formalised in a service
agreement. The KMP are remunerated on a total fixed remuneration (TFR) basis inclusive of
superannuation and allowances.
Position
Executive
Non-Executive
Chairman
Louis Carroll
Managing Director
and Global Chief
Executive Officer
Mark Schuessler
Non-Executive
Director
Nick Bolton
John Patton
Total Annual Fixed
Remuneration
Reduced from A$110,000 to
A$82,125 (inclusive of 9.5%
superannuation) effective 1
May 2021
US$322,600
Reduced from A$65,700 to
A$49,275 effective 15 April
2021
A$49,275
Contract
Duration
Ongoing
Termination Clause
Duration of the contract
is ongoing
Ongoing
Ongoing
14 days written notice.
Three months of base
salary as severance pay in
the event of termination
by the Company
Duration of the contract
is ongoing
Ongoing
Duration of the contract
is ongoing
Non-Executive
Director
Global Chief
Financial Officer
Global Chief
Marketing Officer
Wayne Brekke
US$207,600
Ongoing
14 days written notice
Cynthia Thayer
US$222,600
Ongoing
14 days written notice
23 | Page
D
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(f)
Equity Instrument Disclosures relating to Key Management Personnel
(i)
Option Holdings
No options over ordinary shares in the Company were held during the financial year by any of
the KMP and their personally related parties.
(ii)
Rights Holdings
The number of performance rights and service rights in the Company held during the financial
year by each KMP, including their personally related parties, is set out in the following table.
Name
Directors
Mr L Carroll
Mr M Schuessler
Mr N Bolton
Mr J Patton
Mr N Bassett
Mr T Marsden-
Huggins
Senior Executives
Mr W Brekke
Ms C Thayer
Total
Balance at
Start of
Year
(No)
271,739
-
-
-
-
-
-
-
271,739
Granted as
Remuneration
Exercised
Lapsed/
Forfeited
Balance at End
of Year
(No)
(No)
(No)
(No)
-
-
-
-
-
-
-
-
-
(271,739)
-
-
-
-
-
-
-
(271,739)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
24 | Page
D
DIRECTORS’ REPORT
REMUNERATION REPORT (audited) (continued)
(f)
Equity Instrument Disclosures relating to Key Management Personnel (continued)
(iii)
Share Holdings (Ordinary Shares)
The number of shares in the Company held during the financial year by each KMP, including
their personally related parties, is set out in the following table. No shares were granted during
the reporting year as compensation.
Name
Directors
Mr L Carroll
Mr M Schuessler
Mr N Bolton 2
Mr J Patton 3
Mr N Bassett
Mr T Marsden-
Huggins 4
Balance at
Start of
Year
(No)
1,293,478
1,208,248
28,646,577
26,326,643
100,000
11,243,150
Senior Executives
Mr W Brekke
Ms C Thayer
Total
-
-
68,818,096
Granted as
Remuneration
Acquisition
(No)
(No)
Exercise of
Options/
Rights
(No)
271,739
-
-
-
-
-
-
-
Other
Changes 1
Balance at
End of Year
(No)
(No)
-
-
-
-
1,565,217
1,208,248
30,246,577
26,326,643
(100,000)
(11,243,150)
-
-
-
-
-
-
-
-
1,600,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,600,000
271,739
(11,343,150)
59,346,685
1
This movement refers to the resignation of KMP during the year. Disclosure of a KMP’s equity holding is not
required subsequent to his resignation.
2 Mr Bolton indirectly held 28,646,577 shares through Keybridge Capital Limited at the beginning of his
employment as KMP on 30 November 2020.
3 Mr Patton indirectly held 26,326,643 shares through Aurora Funds Management Limited in its capacity as
responsible entity for HHY Fund at the beginning of his employment as KMP on 5 February 2021.
4 Mr Marsden-Huggins held 11,243,150 shares at the beginning of his employment as KMP on 7 October 2020
and still held the same number of shares on his removal date on 27 November 2020.
Loans to and other transactions with key management personnel
There were no loans outstanding or other transactions with key management personnel and
their related parties during the year ended 30 June 2021 (2020: Nil).
END OF AUDITED REMUNERATION REPORT
25 | Page
D
DIRECTORS’ REPORT
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, the Company maintained an insurance policy which indemnifies the
Directors and Officers of Yowie Group Limited in respect of any liability incurred in connection
with the performance of their duties as Directors or Officers of the Company to the extent
permitted by the Corporations Act 2001. The Company's insurers have prohibited disclosure of
the amount of the premium payable and the level of indemnification under the insurance
contract.
NON-AUDIT SERVICES
Details of amounts paid or payable to the auditor for non-audit services provided during the
year are outlined in Note 19 to the financial statements. The Directors are satisfied that the
provision of non-audit services 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 do not compromise the auditor’s
independence as all non-audit services have been reviewed 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 & Ethical Standards Board.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration is included on page 27 of the financial report.
Signed in accordance with a resolution of the Directors.
Louis Carroll
Non-Executive Chairman
27 August 2021
26 | Page
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Yowie Group Limited for the year ended 30 June 2021, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 27 August 2021
TUTU PHONG
Partner
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
D
Sale of goods
Cost of sales
Gross profit
Selling and distribution
Marketing
Administration
Other income
Foreign exchange (losses)/gains
Reversal/(write-down) of inventory
Reversal/(impairment) of plant and equipment
Reversal/(impairment) of intangible assets
Profit/(loss) before income tax
Income tax (expense)/benefit
Note
Consolidated
2021
US$
2020
US$
12,578,381
(6,417,335)
6,161,046
10,753,996
(5,579,766)
5,174,230
(3,299,320)
(844,873)
(2,090,853)
92,887
(9,162)
731,409
156,138
10,817
(3,611,003)
(1,186,369)
(3,280,784)
272,695
63,898
(1,282,742)
(3,919,224)
(548,067)
908,089
(13,133)
(8,317,366)
184,761
5
4
10
11
12
6
Profit / (loss) after income tax for the year
894,956
(8,132,605)
Other comprehensive income for the year
Items that may be reclassified subsequently to profit or loss
Movement in foreign currency translation reserve
Total comprehensive profit/(loss) for the year
net of tax attributable to members of the Company
267,353
449,279
1,162,309
(7,683,326)
Profit/(loss) per share attributable to members of the
Company
Basic profit/(loss) per share (cents)
Diluted profit/(loss) per share (cents)
7
7
0.41
0.41
(3.73)
(3.73)
This consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes to the financial statements.
28 | Page
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
D
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Inventories
Current tax assets
Total Current Assets
Non-Current Assets
Plant and equipment
Intangible assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Unearned income
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
Consolidated
2021
US$
2020
US$
16(a)
8
9
10
6(c)
11
12
13
4
8,408,157
1,674,733
900,546
995,019
-
11,978,455
11,796,909
813,572
337,135
2,816,604
249,573
16,013,793
2,021
-
2,021
93,712
17,338
111,050
11,980,476
16,124,843
3,455,040
30,911
-
3,485,951
2,674,162
22,007
31,234
2,727,403
3,485,951
2,727,403
8,494,525
13,397,440
14(a)
14(d)
46,687,677
(228,399)
(37,964,753)
8,494,525
52,747,811
(463,248)
(38,887,123)
13,397,440
This consolidated statement of financial position should be read in conjunction
with the accompanying notes to the financial statements.
29 | Page
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
D
Consolidated
Note
Issued
capital
US$
Share-
based
payment
reserve
US$
Foreign
currency
translation
reserve
US$
Accumulated
losses
Total
US$
US$
Balance as at 1 July 2019
55,703,545
2,193,024
(2,947,511) (30,899,574)
24,049,484
Loss for the year
Other comprehensive income
Foreign currency translation
Total comprehensive loss for
the year
Transactions with owners
recorded directly in equity
Return of capital
Shares issued under YOW
Employee Incentive Plan
Share issue transaction costs
Share-based payments
Expired options and rights
-
-
-
14(b)
(2,981,926)
-
-
-
-
14(b)
14(b)
27,498
(1,306)
-
-
(27,498)
-
14,514
(145,056)
-
(8,132,605)
(8,132,605)
449,279
-
449,279
449,279
(8,132,605)
(7,683,326)
-
-
-
-
-
-
(2,981,926)
-
-
-
145,056
-
(1,306)
14,514
-
Balance as at 30 June 2020
52,747,811
2,034,984
(2,498,232) (38,887,123)
13,397,440
Balance as at 1 July 2020
52,747,811
2,034,984
(2,498,232) (38,887,123)
13,397,440
Profit for the year
Other comprehensive income
Foreign currency translation
Total comprehensive income for
the year
Transactions with owners
recorded directly in equity
Return of capital
Shares issued under YOW
Employee Incentive Plan
Share issue transaction costs
Share-based payments
Expired options and rights
-
-
-
14(b)
(6,066,311)
-
-
-
-
14(b)
14(b)
7,567
(1,390)
-
-
(7,567)
-
2,477
(27,414)
-
894,956
894,956
267,353
-
267,353
267,353
894,956
1,162,309
-
-
-
-
-
-
(6,066,311)
-
-
-
27,414
-
(1,390)
2,477
-
Balance as at 30 June 2021
46,687,677
2,002,480
(2,230,879) (37,964,753)
8,494,525
This consolidated statement of changes in equity should be read in conjunction
with the accompanying notes to the financial statements.
30 | Page
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 30 JUNE 2021
D
Note
Consolidated
2021
US$
2020
US$
Cash flow from operating activities
Receipts from customers
Other receipts
Payments to suppliers and employees
Interest received
Income taxes paid
Net cash flows from/(used in) operating activities
16(b)
Cash flow from investing activities
Payments for plant and equipment
Payments for intangible assets
Net cash outflows used in investing activities
Cash flow from financing activities
Return of capital
Payment of share issue transaction costs
Net cash outflows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Effect of foreign exchange movements
Cash and cash equivalents at end of the year
16(a)
11,330,957
50,988
(9,197,069)
8,120
233,431
2,426,427
10,700,818
176,568
(12,251,194)
133,394
(83,860)
(1,324,274)
(22,038)
-
(22,038)
(617,342)
(172,373)
(789,715)
(6,066,311)
(1,508)
(6,067,819)
(3,663,430)
11,796,909
274,678
8,408,157
(2,981,926)
(1,437)
(2,983,363)
(5,097,352)
16,360,661
533,600
11,796,909
This consolidated statement of cash flows should be read in conjunction
with the accompanying notes to the financial statements.
31 | Page
D
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.
CORPORATE INFORMATION
Yowie Group Limited (“the Company”) is a public company limited by shares incorporated
and domiciled in Australia, whose shares are publicly traded on the Australian Securities
Exchange.
These financial statements are presented in United States Dollar. The financial report was
authorised for issue by the Directors on 27 August 2021 in accordance with a resolution of
the Directors.
The nature of the operations and principal activities of the Company are described in the
Directors’ Report on page 9.
2.
BASIS OF PREPARATION
The financial statements are a general purpose financial report which has been prepared in
accordance with the requirements of the Corporations Act 2001 and Australian Accounting
Standards and Accounting Interpretations. The financial statements have been prepared on
a historical cost basis. Yowie Group Limited is a for-profit entity for the purpose of
preparing these financial statements.
The financial statements of the Group also comply with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
3.
SEGMENT REPORTING
The Group has only one reportable segment, which relates to the operations of its
confectionery business, with production carried out under a contract manufacturing
arrangement. The net result is presented on a consolidated basis. All non-current assets are
located in one geographical location, the United States of America.
Major customer information
The revenue from major customers set out below arises from the sale of Yowie chocolate
confectionery product.
Major customer
% of Total Net Sales
Consolidated
2021
US$
2020
US$
4,102,196
33%
3,859,367
36%
32 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
4. OTHER INCOME
Interest income
Government grant 1
Other income
1 FY2021
D
Consolidated
2021
US$
8,120
31,234
53,533
92,887
2020
US$
126,235
142,767
3,693
272,695
This relates to forgiveness of the remaining Paycheck Protection Program (PPP) Loan from US Government.
FY2020
The Group received a total of US$142,767 government grant from both Australia and the US Government as
part of their COVID-19 economic response program.
A large portion of the amount relates to Paycheck Protection Program (PPP) Loan from the US Government
of US$151,653, of which US$120,419 was recognised as government grant (other income) as the Group has
reasonable assurance that it will meet the terms for the forgiveness of the loan, while the remaining
US$31,234 is classified as unearned income in the consolidated statement of financial position.
5.
ADMINISTRATION
Administration expenses include:
Employee benefits
Business development and travel
Legal, tax, listing, compliance and insurance
Share-based payments (refer to Note 15)
Depreciation and amortisation
Other administrative expenses
Consolidated
2021
US$
2020
US$
1,221,676
23,757
558,453
2,477
44,313
240,177
2,090,853
1,263,240
290,810
985,492
14,514
354,465
372,263
3,280,784
33 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
6.
TAXATION
(a)
The major components of income tax expense are:
Current income tax expense/(benefit)
Adjustments for current tax of prior periods
Total current tax expense/(benefit)
Deferred income tax
Decrease in deferred tax assets
Income tax (benefit)/expense reported in the
statement of profit and loss and other comprehensive
income
D
Consolidated
2021
US$
-
13,133
13,133
2020
US$
(197,406)
12,645
(184,761)
-
-
-
-
13,133
(184,761)
(b)
The prima facie tax on operating loss differs from the income tax provided in the
accounts as follows:
Loss from ordinary activities before tax
Prima facie tax benefit on loss at 26% (2020:
27.5%)
Effect of different tax rates on overseas losses
US net operating loss carry-back recoupment
Income tax benefit not recognised
Income tax benefit/(expense)
Consolidated
2021
US$
908,089
(236,103)
(357,181)
-
580,151
(13,133)
2020
US$
(8,317,366)
2,287,276
(904,829)
197,406
(1,395,092)
184,761
(c)
Current tax assets at 30 June relates to the following:
US 1
Hong Kong 2
Current tax assets
Consolidated
2021
US$
-
-
-
2020
US$
197,406
52,167
249,573
1
2
This relates to refund from the US Internal Revenue Service in relation to the Yowie US entities’ eligibility to
carryback tax losses generated in previous years and recoup US federal taxes paid in these carryback years.
This refund has been received in FY2021.
This relates to prepaid tax which has been refunded back by Hong Kong Inland Revenue Department in
FY2021.
34 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
6.
TAXATION (continued)
(d) Deferred income tax at 30 June relates to the following:
D
Deferred tax assets
Share issue and acquisition costs
Plant and equipment
Inventory
Intercompany loans – unrealised foreign exchange losses
Provisions and accruals
Revenue tax losses
Deferred tax assets used to offset deferred tax liabilities
Deferred tax assets not brought to account 1
Deferred tax liabilities
Plant and equipment
Other assets
Intercompany loans – unrealised foreign exchange gains
Deferred tax assets used to offset deferred tax liabilities
Consolidated
2021
US$
2020
US$
42,530
-
406,328
978,873
676,863
8,164,921
(287,680)
(9,981,835)
-
50,991
11,314
225,375
(287,680)
-
1,477,723
-
377,440
935,062
457,236
7,837,491
(1,696,402)
(9,388,550)
-
1,050,401
6,741
639,260
(1,696,402)
-
1 Deferred tax assets have not been brought to account to the extent that it is not probable within the
immediate future that taxable profits will be available against which deductible temporary differences can
be utilised. This also applies to deferred tax assets for unused tax losses carried forward.
The Group’s unrecognised tax losses in Australia of US$2,865,768 and Hong Kong of
US$3,566,786 are available for offset against future profits subject to continuing to meet
the relevant statutory tests. The Parent Company and its Australian subsidiary have formed
a tax consolidated group. Unrecognised tax losses in the US of US$1,732,367 can be used
for up to 20 years.
35 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
7.
PROFIT OR LOSS PER SHARE
Classification of securities as ordinary shares
D
The Company has only one category of ordinary shares included in basic earnings per share.
Classification of securities as potential ordinary shares
There are currently no securities to be classified as dilutive potential ordinary shares on
issue.
Weighted average number of ordinary shares used
in the calculation of basic and diluted earnings per
share
Basic profit/(loss) attributable to ordinary equity
holders of the parent
8.
TRADE AND OTHER RECEIVABLES
Current
Trade debtors
Other debtors
GST receivable
Consolidated
2021
Number
2020
Number
218,503,875
218,144,752
US$
US$
894,956
(8,132,605)
Consolidated
2021
US$
1,668,412
58
6,263
1,674,733
2020
US$
805,279
1,733
6,560
813,572
Trade debtors generally have 30 day terms. GST receivables have repayment terms
applicable under the relevant government authority. No amounts are past due or impaired.
The maximum exposure to credit risk at the reporting date is the carrying amount of each
class of receivables mentioned above. The Group’s exposure to risks are summarised in
Note 22.
36 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
9.
PREPAYMENTS
Current
Prepayments – raw materials
Prepayments – other
10.
INVENTORIES
Current
Raw materials
Work in progress
Finished goods
Allowance for disposal
D
Consolidated
2021
US$
735,023
165,523
900,546
2020
US$
183,254
153,881
337,135
Consolidated
2021
US$
976,809
65,225
521,160
(568,175)
995,019
2020
US$
2,212,771
39,054
2,034,991
(1,470,212)
2,816,604
(i)
(ii)
Inventories are valued at the lower of cost or net realisable value.
Inventories recognised as an expense to cost of sales during the year ended 30 June 2021
amounted to US$6,417,335 (2020: US$5,579,766).
(iii) Net reversal of prior period write-downs of inventories to net realisable value during the year
ended 30 June 2021 amounted to US$731,409 (2020: write-downs of US$1,282,742). The write-
downs (and allowance for disposal) booked during the year ended 30 June 2020 were mostly
due to raw materials relating to outdated Yowie Series and other inventories that were deemed
to have zero realisable value. A portion of these materials were used in production during the
year ended 30 June 2021. Refer to Note 23(u) for key accounting estimate on allowance for
disposal of inventories.
Movement in the allowance for disposal of inventories is set out below.
Balance at the beginning of the year
Disposal
Reversal
Additional allowance
Balance at the end of the year
(1,470,212)
228,185
925,086
(251,234)
(568,175)
(518,738)
114,585
-
(1,066,059)
(1,470,212)
37 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
11. PLANT AND EQUIPMENT
Manufacturing plant and equipment
Cost
Accumulated depreciation
Accumulated impairment losses
Manufacturing plant and equipment under
construction
Cost
Accumulated impairment losses
Office equipment
Cost
Accumulated depreciation
D
Consolidated
2021
US$
4,089,521
(749,867)
(3,339,654)
-
2020
US$
4,140,186
(491,436)
(3,558,888)
89,862
765,870
(765,870)
-
765,870
(765,870)
-
13,305
(11,284)
2,021
12,443
(8,593)
3,850
Total plant and equipment
2,021
93,712
Movements in the carrying amount of each class are set out below.
Manufacturing plant and equipment
Balance at the beginning of the year
Additions
Transfers from / (to) manufacturing plant and
equipment under construction
Depreciation
Reversal of impairment / (impairment) 1
Amounts written off
Carrying amount at the end of the year
Manufacturing plant and equipment under
construction
Balance at the beginning of the year
Additions
Transfers from / (to) manufacturing plant and
equipment
Impairment 1
Carrying amount at the end of the year
89,862
21,351
3,255,226
20,676
-
(267,351)
219,233
(63,095)
-
54,569
(87,255)
(3,153,354)
-
89,862
-
-
-
-
-
235,740
584,699
(54,569)
(765,870)
-
38 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
11. PLANT AND EQUIPMENT (continued)
Office equipment
Balance at the beginning of the year
Additions
Depreciation
Disposals
Foreign exchange adjustment
Carrying amount at the end of the year
Total impairment and amounts written off
Reversal of impairment / (impairment) 1
Amounts written off
D
Consolidated
2021
US$
3,850
749
(2,658)
-
80
2,021
2020
US$
3,869
3,570
(3,186)
(393)
(10)
3,850
219,233
(63,095)
156,138
(3,919,224)
-
(3,919,224)
1
FY2021
This relates to the reversal of a prior period impairment on manufacturing equipment. The Group was able
to utilise the asset, resulting in the recognition of depreciation and reversal of a portion of the impairment,
so as to avoid having a negative carrying amount at balance date.
FY2020
This relates to impairment losses recognised as a result of impairment testing performed following the
identification of impairment indicators, namely the Group’s market capitalization was less than the Group’s
net assets, and the Group’s financial performance for the year was below budget. Refer to Note 12 for
details on the impairment testing.
12.
INTANGIBLE ASSETS
Rights and licenses 1
Cost
Accumulated impairment losses
Software
Cost
Accumulated amortisation
Accumulated impairment losses
Product development 2
Cost
Accumulated amortisation
Accumulated impairment losses
Consolidated
2021
US$
225,398
(225,398)
-
372,117
(304,003)
(68,114)
-
1,001,300
(876,402)
(124,898)
-
2020
US$
225,398
(225,398)
-
370,887
(302,773)
(68,114)
-
987,800
(774,917)
(195,545)
17,338
Total intangible assets
-
17,338
1 Rights and licenses relate to the Yowie trademark which management has assessed as having an indefinite
useful life.
2 Product development relates to capitalised costs associated with the development of Yowie collectables.
39 | Page
D
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
12.
INTANGIBLE ASSETS (continued)
Movements in the carrying amount of each class are set out below.
Consolidated
Rights and licenses
Balance at the beginning of the year
Impairment 1
Carrying amount at the end of the year
Software
Balance at the beginning of the year
Additions
Amortisation
Impairment 1
Amounts written off
Foreign exchange adjustment
Carrying amount at the end of the year
Product development
Balance at the beginning of the year
Additions
Amortisation
Reversal of impairment / (impairment) 1
Amounts written off 2
Carrying amount at the end of the year
Total impairment and amounts written off
Reversal of impairment / (impairment) 1
Amounts written off 2
2021
US$
-
-
-
-
-
-
-
-
-
-
17,338
13,500
(41,655)
70,646
(59,829)
-
70,646
(59,829)
10,817
2020
US$
200,429
(200,429)
-
200,190
22,114
(162,385)
(43,174)
(16,482)
(263)
-
351,478
142,736
(188,894)
(151,759)
(136,223)
17,338
(395,362)
(152,705)
(548,067)
1
FY2021
This relates to the reversal of prior period impairment on product development. The Group was able to
utilise the asset, resulting in the recognition of amortisation and reversal of a portion of the impairment, so
as to avoid having a negative carrying amount at balance date.
FY2020
This relates to impairment losses recognised as a result of impairment testing performed following the
identification of impairment indicators, namely the Group’s market capitalization was less than the Group’s
net assets, and the Group’s financial performance for the year was below budget. Total impairment losses
recognised under intangible assets were US$395,362.
2 This relates to the write-off of intangible assets associated with outdated Yowie series.
40 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
12.
INTANGIBLE ASSETS (continued)
Impairment testing for the year ended 30 June 2021
D
There was no impairment testing performed for the year ended 30 June 2021.
Impairment testing for the year ended 30 June 2020
As at 30 June 2020, impairment indicators have been identified, including the fact that the
Group’s market capitalisation is less than its net assets, the Group’s financial performance
for the year ended 30 June 2020 was below budget, and general uncertainties created by
COVID-19.
Additionally, as disclosed in the Group’s Interim Financial Statements for the half year
ended 31 December 2019, impairment testing was also completed at that date, due to
impairment triggers also being identified, relating to the fact that Group’s market
capitalisation was less than its net assets, and also its financial performance for the half
year ended 31 December 2019 was below budget.
An impairment loss is recognised for the amount by which the Group’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s Value
in Use (ViU) and Fair Value Less Costs of Disposal (FVLCD).
The group has recognised the impairment losses based on a FVLCD approach, in accordance
with the accounting policy described in Note 23(r).
The Group has only one operating segment and CGU which relates to the operations of its
confectionery business. The Group’s assessment as at 31 December 2019 indicated an
impairment loss of US$1,534,000. The Group’s subsequent impairment assessment as at 30
June 2020 indicated an additional impairment loss of US$2,780,586, with a total
impairment loss for the year ended 30 June 2020 being US$4,314,586, of which further
information is provided below.
Given the impairment triggers identified as at 30 June 2020, which were in addition to
those identified as at 31 December 2019, the Group has updated the FVLCD model as at 30
June 2020, taking into account year to date actual performance.
The impairment loss recognised as at 30 June 2020 arose because financial performance in
the second half of the year ended 30 June 2020 was below budget, including those
expected when the 31 December 2019 impairment testing was completed. Performance in
the second half of the year ended 30 June 2020 was impacted by a range of factors
including continued high levels of competition, and the impact of COVID-19.
41 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
12.
INTANGIBLE ASSETS (continued)
Impairment testing (continued)
D
The impairment loss of US$4,314,586 reduced the carrying value of the Group’s plant and
equipment and intangible assets to US$111,050. The impairment has been proportionately
applied across the following classes of assets:
Plant and equipment:
Manufacturing plant and equipment
Manufacturing plant and equipment under construction
Intangible assets:
Rights and licences
Software
Product development
Total impairment loss
Note
11
11
12
12
12
Consolidated
2020
US$
3,153,354
765,870
200,429
43,174
151,759
4,314,586
The carrying amount of intangible assets with indefinite useful lives allocated to the CGU is
nil.
Assumptions – FVLCD
The key assumptions made were as follows:
• FY2021 budget, which assumes flat growth from FY2020, was adjusted to reflect sales
underperformance from July to the middle of September 2020, compared to the same
corresponding period in FY2020;
• Revenue growth rate estimates ranging between 4% - 12.1% per annum for FY2021 to
FY2028 driven by:
i) Increased market penetration within the US based on external performance data,
such as ACV*, a statistic representative of the Group’s market penetration across
different distribution channels in the US; and
ii) Assumed sales volumes per store across the expanded distribution network is based
on historic actual volumes for comparable stores.
• EBITDA margin assumes a straight-line improvement from -7% in FY2020 to 10.0% in
FY2025, where EBITDA margins remain constant thereafter. This assumption is based on
benchmarking against various industry participants;
• Terminal year growth rate of 2.1% based on long term CPI;
• Discount rate of 13.0% post-tax;
• Costs of disposal of 5.0% of the estimated recoverable amount; and
• Projected cash flows covering FY2021 to FY2028.
Fair value was measured using Level 3 inputs under AASB 13.
* Percentage relates to the Nielsen measurement of the numbers of stores that carry the Yowie brand,
indicating product availability to the consumer based on ACV (All Commodity Volume).
42 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
12.
INTANGIBLE ASSETS (continued)
Impairment testing (continued)
D
The key assumptions used are based on the judgement and experience of the Group, taking
into account current market and economic conditions, risks, uncertainties and
opportunities for improvement.
No reasonably possible change in assumptions could cause a further material impairment.
For the impairment for the year ended 30 June 2020 to be materially less than the
US$4,314,586 recognised by the Group, the Group’s sales volumes would need to be 22%
above the currently observed performance for FY2021 to date. Other than the sensitivity in
relation to the Group’s future sales performance, there are no further reasonably possible
changes in assumptions that would have a material impact on the carrying value of non-
current assets, as the favourable uplifts required to reduce the impairment are outside of
the ranges considered reasonable possible.
Notwithstanding the result of impairment testing above, the Group continues to be in
direct discussions with several potential strategic partners to assess opportunities to better
position Yowie to compete in this highly competitive sector, and explore a range of
alternatives to realise value for its assets.
43 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
13.
TRADE AND OTHER PAYABLES
Current
Trade payables and accruals
Rebate allowances 1
Other
D
Consolidated
2021
US$
1,057,106
2,396,022
1,912
3,455,040
2020
US$
565,512
2,106,899
1,751
2,674,162
1 Rebate allowances include estimated accrual for promotional discounts, prompt payment discounts and
spoilage of goods. Refer to Note 23(u) for key accounting estimate on rebate allowances.
Trade creditor amounts represent liabilities for goods and services provided to the Group
prior to the end of the financial year and which are unpaid. The amounts are unsecured and
are usually paid within 30 days of recognition. The Group’s exposure to risks are
summarised in Note 22.
14.
ISSUED CAPITAL AND RESERVES
(a)
Issued capital
Ordinary shares, fully paid
(b) Movements in share capital
As at 1 July 2019
Return of capital 1
Conversion of rights
Share issue costs
As at 30 June 2020
Return of capital 2
Conversion of rights
Share issue costs
As at 30 June 2021
Consolidated
2021
US$
2020
US$
46,687,677
52,747,811
US$
55,703,545
(2,981,926)
27,498
(1,306)
52,747,811
(6,066,311)
7,567
(1,390)
46,687,677
Number
217,748,987
-
547,175
-
218,296,162
-
271,739
-
218,567,901
1
2
FY2020 – Return of capital of A$0.02 per share with a total of A$4.36 million (equivalent to US$2.98 million)
was completed in November 2019.
FY2021 – Return of capital of A$0.04 per share with a total of A$8.73 million (equivalent to US$6.07 million)
was completed in July 2020.
(c)
Terms and conditions of issued capital
Holders of ordinary shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per share at shareholders’ meetings.
In the event of winding up of the Company, ordinary shareholders rank after all other
shareholders and creditors and are fully entitled to any proceeds of liquidation.
44 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
14.
ISSUED CAPITAL AND RESERVES (continued)
(d) Nature and purpose of reserves
D
Share-based payment reserve
The share-based premium reserve is used to recognise the value of options, service rights
and performance rights issued as share-based payments.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from
the translation balances of entities which have functional currency other than USD.
Share-based payment reserve
Foreign currency translation reserve
(e)
Capital management
Consolidated
2021
US$
2,002,480
(2,230,879)
(228,399)
2020
US$
2,034,983
(2,498,231)
(463,248)
When managing capital, management’s objective is to ensure the Group continues as a
going concern as well as to generate optimal returns to shareholders and benefits for other
stakeholders. Management also aims to maintain a capital structure that ensures the
lowest cost of capital available to the entity. The Company under the direction of
management may issue new shares to provide for future development activity. The Group
currently has no debt other than trade payables.
15.
SHARE-BASED PAYMENTS
(a) Weighted average exercise prices
There were neither movement in outstanding share-based payment options during the year
nor were there any outstanding share-based payment options at balance date.
45 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
15.
SHARE-BASED PAYMENTS (continued)
(b)
Remaining contractual life
D
There were no share-based payment options outstanding as at 30 June 2021 (2020: nil).
There were no share-based payment rights outstanding as at 30 June 2021. The weighted
average remaining contractual life for the share-based payment rights outstanding as at 30
June 2020 was 5.22 years.
(c) Outstanding share options and rights under share-based payments
There were no share-based payment options outstanding as at 30 June 2021 (2020: nil).
Service rights outstanding at the end of the year have the following expiry date:
Type
Grant Date
Vesting Date
Expiry Date
Service rights
16 Nov 2017
18 Sep 2020
18 Sep 2025
Rights
30 June 2021
-
Rights
30 June 2020
271,739
(d)
Expenses arising from share-based payment transactions
The share-based payments expense for the year is US$2,477 (2020: US$14,514). The Group
recognises the share-based payments expense over the vesting period for any options and
rights granted.
Options and rights issued to KMPs
Consolidated
2021
US$
2,477
2,477
2020
US$
14,514
14,514
Options and rights issued to KMPs, other employees and consultants were issued as
remuneration for future services. The Group fair valued the instruments granted.
(e)
Fair values
No new rights or options were issued during the year ended 30 June 2021 or 30 June 2020.
46 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
16. CASH FLOW RECONCILIATION
(a)
Cash and cash equivalents
D
For the purposes of the statement of cash flows, cash and cash equivalents include cash at
bank and deposits at call.
Cash and cash equivalents at the end of the year as shown in the cash flow statement are
reconciled to the related item in the statement of financial position as follows:
Cash at bank
Short-term deposits
Consolidated
2021
US$
2020
US$
6,906,757
1,501,400
4,232,209
7,564,700
8,408,157
11,796,909
(b)
Reconciliation of operating loss after income tax to net cash used in operating
activities
Operating loss after income tax
Adjusted for:
Depreciation and amortisation as per profit or loss
Depreciation and amortisation in cost of sales and
closing inventories
Share-based payments
Foreign exchange (gain)/loss
Loss on disposal of asset
Impairment of non-current asset
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in prepayments
(Increase)/decrease in inventories
(Increase)/decrease in current tax assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in current tax liability
Increase/(decrease) in provisions
Increase/(decrease) in unearned revenue
Net cash used in operating activities
Consolidated
2021
US$
894,956
2020
US$
(8,132,605)
44,313
354,465
267,351
2,477
(7,188)
-
(166,955)
(861,161)
(563,411)
1,821,585
249,573
767,217
-
8,904
(31,234)
2,426,427
87,255
14,514
(75,749)
393
4,467,291
406,572
1,047,859
1,376,812
(249,573)
(635,487)
(23,239)
5,984
31,234
(1,324,274)
(c) Non-cash investing and financing activities
During the year there were no reportable non-cash financing and investing activities.
47 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
17. RELATED PARTY DISCLOSURES
(a)
Compensation of key management personnel
Short-term benefits
Post-employment benefits
Share-based payments expensed
D
Consolidated
2021
US$
933,621
6,819
2,477
942,917
2020
US$
1,056,294
10,426
14,514
1,081,234
(b) Other transactions with key management personnel
There are no other transactions with key management personnel.
18. COMMITMENTS AND CONTINGENCIES
(a) Commitments
The Group had no significant commitments at the end of the reporting year.
(b)
Contingencies
Yowie North America Inc. (“YNA”), a wholly owned subsidiary of the Group, has previously
brought claims against Whetstone Chocolate Factory (“WCF”) and Atlantic Candy Company
(“ACC”) for the release and return of the RASCH “Type FI” wrapping machine (“Wrapper”)
owned by the Group and located at ACC’s facility, as well as for monetary damages. YNA
negotiated a settlement agreement with ACC for the release and return of the wrapper and
the wrapper has been returned. Consequently, the provision for impairment relating to the
wrapping machine that was previously recognized was reversed during the half-year ended
31 December 2017.
In this same case (which has, since the last report, been consolidated with the other
pending Florida state court action), ACC, Whetstone Industries (“WI”), and Henry M.
Whetstone, Jr. (“Whetstone”) have filed counterclaims against YNA alleging that YNA
breached the Manufacturing Agreement, the Patent Agreement, violated the Florida
Uniform Trade Secrets Act (“FUTSA”), breached fiduciary duties owed to WI and ACC, and
fraudulently induced ACC, WI, and Whetstone to enter into amendments to the
Manufacturing and Patent Agreements.
48 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
18. COMMITMENTS AND CONTINGENCIES (continued)
(b)
Contingencies (continued)
D
For its claim of the breach of the Manufacturing Agreement, ACC and WI (as the purported
successor-in-interest to the Manufacturing Agreement) allege that the Manufacturing
Agreement was a requirements contract that required YNA to manufacture with ACC and
WI until the agreement expired in 2027; however, YNA believes this is inconsistent with the
plain language in the Manufacturing Agreement which only requires YNA to manufacture
with ACC and WI when YNA is using Whetstone’s patents to produce its chocolate and toy
combination products. For its claim for breach of the Patent Agreement, Whetstone alleges
that YNA owes him royalty fees from that time until 2027 under the Patent Technology and
License Agreement regardless of whether the Company uses Whetstone’s patent. Because
the Company is no longer using Mr. Whetstone’s (now expired) patent in its manufacturing
process (and hasn’t for several years), it believes that there is no legal basis under YNA’s
contract with Mr. Whetstone to pay him any royalty. For its FUTSA claim, WI and ACC
claim that YNA impermissible appropriated the technology from its manufacturing line to
start its line with Madelaine. YNA rejects this as false and notes that the manufacturing line
used at Madelaine is much newer and modern than WI’s and ACC’s manufacturing lines.
For its breach of fiduciary duty claim, WI and ACC claim that YNA owed fiduciary duties to
them, but this is inconsistent with Florida law which does not apply fiduciary duties in
situation like these. Finally, for its fraudulent inducement claim, there is no support for any
claim that YNA (or any of its agents) acted to coerce WI and ACC to enter into any
amendment agreements.
Both parties filed and argued cross-motions for summary judgment on issues related to the
Patent Agreement in October 2017. On 13 September 2018, the Court entered an order
denying both parties motions for summary judgment. No trial date is currently set for this
matter so YNA cannot make a determination as to when this matter will be resolved.
Further, for all the above causes of action, YNA has disclaimed liability and is defending the
action. YNA considers no provision is warranted in relation to this counterclaim.
On 16 November 2017, in a related action, Whetstone Industries and Mr. Whetstone filed
tortious interference claims against the Group and former Directors, Wayne Loxton, Patricia
Fields, and Trevor Allen in Middle District of Florida. The Group, Wayne Loxton, Patricia
Fields, and Trevor Allen were served with copies of these lawsuits in February 2018 and
filed motions to dismiss for lack of personal jurisdiction in April 2018. On 25 July 2018, the
court found jurisdiction in Florida. On 17 August 2018, all defendants filed a motion to
dismiss the Complaint in its entirety for failure to state a claim upon which relief can be
granted. The Court denied this motion to dismiss in August 2019. A scheduling order has
been entered in this matter and trial is currently set for September 2022.
Management is not able to reliably estimate the ultimate settlement amounts at this time
nor does management believe any material payments would be made as a result of these
cases, and therefore no provision in relation to the claim has been recognised in the
financial statements. The Company will incur ongoing legal costs due to these cases.
However, due to inherent uncertainties, no accurate quantification of any cost, or timing of
such cost, which may arise from the legal proceedings, we have not made any provision for
legal costs.
49 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
19.
AUDITOR’S REMUNERATION
The auditor of the Group is RSM Australia (2020: Deloitte Touche Tohmatsu Perth).
D
Amounts received or due and receivable:
RSM Australia
Audit and review of financial reports
Deloitte Touche Tohmatsu Perth
Audit and review of financial reports
Tax consulting
Network firms of RSM Australia
Other non-audit services
Network firms of Deloitte Touche Tohmatsu Perth
Tax consulting
Consolidated
2021
US$
2020
US$
48,858
9,552
19,700
78,110
-
53,865
53,865
-
93,753
46,936
140,689
-
57,645
57,645
50 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
20. PARENT ENTITY AND SUBSIDIARY INFORMATION
(a)
Parent Entity Financial Information (Yowie Group Limited)
D
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Issued capital
Reserves
Accumulated losses
Total equity
2021
US$
1,965,415
6,669,540
8,634,955
140,431
-
140,431
2020
US$
8,364,089
5,173,433
13,537,522
140,082
-
140,082
8,494,524
13,397,440
48,257,987
(2,038,444)
(37,725,019)
8,494,524
54,318,121
(4,941,907)
(35,978,774)
13,397,440
Loss of the parent entity
Total comprehensive loss of the parent entity
(1,773,659)
1,162,308
(6,645,251)
(7,683,325)
(b)
Commitment and Contingencies of the Parent Entity
The parent entity had no significant commitments or contingent liabilities as at 30 June
2021 or 30 June 2020. Refer to Note 18 for a discussion of contingencies of the Group.
(c)
Subsidiaries
Name
Country of Incorporation
Yowie Enterprises Pty Ltd
Yowie North America, Inc.
Yowie Natural World, Inc.
Yowie Hong Kong Holdings Limited
Yowie Hong Kong Enterprises Limited
YOW Brands Limited
Australia
USA
USA
Hong Kong (China)
Hong Kong (China)
Hong Kong (China)
Percentage Interest
2020
%
100
100
100
100
100
100
2021
%
100
100
100
100
100
-
51 | Page
D
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
21.
SUBSEQUENT EVENTS
As the impact of the Coronavirus (COVID-19) pandemic is ongoing, it is not practicable to
estimate the potential impact, positive or negative, after the reporting date. The situation is
rapidly developing and is dependent on measures imposed by the US and Australian
Government, such as maintaining social distancing requirements, quarantine, travel
restrictions and any economic stimulus that may be provided.
On 21 July 2021, Mr Louis Carroll (Non-Executive Chairman) has advised his intention to
retire from his position on the appointment of a suitable replacement. The Group is actively
searching for a suitable candidate for the position.
Other than matters noted above, no circumstances or events have arisen subsequent to the
end of the period, that have had, or are likely to have, a material impact on the financial
statements.
22.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and cash equivalents, receivables
and payables.
The net fair values of the financial assets and liabilities at reporting date of the Group
approximate the carrying amounts in the financial statements, except where specifically
stated.
The Group manages its exposure to key financial risks, including interest rate, foreign
currency risk, credit risk and liquidity risk in accordance with the Group’s financial risk
management policy. The objective of the policy is to support the delivery of the Group’s
financial targets whilst protecting future financial security.
The main risks arising from the Group's financial instruments are interest rate risk, foreign
currency risk, credit risk and liquidity risk. The Group uses different methods to measure
and manage different types of risks to which it is exposed. These include monitoring levels
of exposure to interest rate and foreign exchange risk and assessments of market forecasts
for interest rate and foreign exchange rates. Liquidity risk is monitored through the
development of future rolling cash flow forecasts.
52 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
22.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
D
The Board reviews and agrees policies for managing each of these risks as summarised
below.
Primary responsibility for identification and control of financial risks rests with the Board.
The Board reviews and agrees policies for managing each of the risks identified below.
Risk exposures and responses
Interest rate risk
The Group's exposure to market interest rates relates primarily to the Group’s cash and
short-term deposits.
At reporting date, the Group had the following financial assets exposed to Australian
variable interest rate risk that are not designated in cash flow hedges:
Consolidated
Cash at bank
2021
US$
1,622,758
2020
US$
8,095,512
The following sensitivity analysis is based on the interest rate risk exposures in existence at
the reporting date.
At reporting date, if interest rates had moved as illustrated in the table below, with all
other variables held constant, post tax loss and equity would have been affected as follows:
+0.5% (2020: +0.5%)
-0.5% (2020: -0.5%)
Post tax loss
Higher / (lower)
2021
US$
8,114
(8,114)
2020
US$
40,478
(40,478)
Equity
Higher / (lower)
2021
US$
8,114
(8,114)
2020
US$
40,478
(40,478)
The movements are due to higher or lower interest revenue from cash balances. A
sensitivity of 0.5% is considered reasonable given the current level of both short term and
long term Australian Dollar interest rates.
Foreign currency risk
As a result of the Australian entities having a functional currency in Australian Dollar which
is different to the Group’s presentation currency of US Dollar, the Group’s statement of
financial position can be affected significantly by movements in the Australian Dollar/US
Dollar exchange rate.
The Group also has transactional currency exposures. Such exposure arises from sales or
purchases by an operating entity in currencies other than the functional currency.
53 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
22.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risk exposures and responses (continued)
D
Operational transactions are denominated in US Dollar. The Group’s approach is to target
specific levels at which to convert Australian Dollar to United States Dollar by entering into
either spot or short term forward exchange contracts. The Group does not enter into
transactions that qualify as hedging for hedge accounting purposes, with the exception of a
number of spot and short term forward exchange contracts in relation to working capital
management.
The financial assets and liabilities of the US and Hong Kong subsidiaries are held in the
functional currency of these subsidiaries, which is US Dollar.
At 30 June, the US Dollar equivalence of assets and liabilities held in Australian Dollar and
subject to foreign exchange risk are as follows:
Consolidated
Assets and liabilities of entities with AUD functional
currencies
Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Plant and equipment
Total Assets
Liabilities
Trade and other payables
Provisions
Total Liabilities
2021
US$
2020
US$
1,947,159
6,323
45,779
454
1,999,715
109,520
30,911
140,431
8,354,681
8,294
31,238
913
8,395,126
118,075
22,007
140,082
Intercompany loans are denominated in Australian Dollar and US Dollar. These loans are
eliminated upon consolidation.
At 30 June, the effects on post tax profit or loss and equity from a change in the Australian
Dollar/US Dollar exchange rate would be as follows:
Profit or loss
Higher / (lower)
Equity
Higher / (lower)
2021
US$
2020
US$
2021
US$
2020
US$
Exchange Rate + 10% (2020: +10%)
Exchange Rate - 10% (2020: -10%)
-
-
-
-
(169,027)
169,027
(750,459)
750,459
54 | Page
D
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
22.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risk exposures and responses (continued)
Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash
equivalents and trade and other receivables. The Group's exposure to credit risk arises from
potential default of the counter party, with a maximum exposure equal to the carrying
amount of these instruments.
The Group does not hold any credit derivatives to offset its credit exposure. It holds its cash
deposits with major banks with high credit ratings.
Cash at bank and short-term bank deposits
AAA rated banks
AA rated banks
A rated banks
Liquidity risk
Consolidated
2021
US$
-
1,988,465
6,419,692
8,408,157
2020
US$
-
8,358,226
3,438,683
11,796,909
Liquidity risk is the risk that the Group may encounter difficulty in meeting its financial
obligations. The Group’s objective is to maintain adequate funding to meet its needs,
currently represented by cash and short-term deposits sufficient to meet the Group’s
current cash requirements.
Maturity analysis for financial liabilities
Within one year
Between one and five years
Consolidated
2021
US$
3,455,040
-
3,455,040
2020
US$
2,674,162
-
2,674,162
Contractual cash flows for financial liabilities are the same as carrying value.
55 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
D
(a) New and amended accounting standards adopted by the Group
The Group has adopted all of the new and revised Standards and Interpretations, including
amendments to the existing standards issued by the Australian Accounting Standards Board
(the AASB) that are relevant to their operations and effective for the current reporting
period.
The adoption of these amendments has not resulted in any significant effect on the
measurement or disclosure of the amounts reported for the current or prior periods.
(b) New accounting standards and interpretations issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or
amended but are not yet mandatory, have not been early adopted by the Group for the
annual reporting period ended 30 June 2021.
56 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(c)
Basis of consolidation
D
The consolidated financial statements comprise the financial statements of Yowie Group
Limited and its subsidiaries (“the Group”) as at 30 June 2021.
Subsidiaries are entities over which the Group has the power to govern the financial and
operating policies so as to obtain benefits from their activities. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered when
assessing whether the group controls another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as
the parent company, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and
transactions, income and expenses and profits and losses resulting from intra-group
transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is obtained by the Group
and cease to be consolidated from the date on which control is transferred out of the
Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting.
The acquisition method of accounting involves recognising at acquisition date, separately
from goodwill, the identifiable assets acquired, the liabilities assumed and any non-
controlling interest in the acquiree. The identifiable assets acquired and the liabilities
assumed are measured at their acquisition date fair values.
The difference between the above items and the fair value of consideration (including the
fair value of any pre-existing investment in the acquiree) is goodwill or discount on
acquisition.
Non-controlling interests not held by the Group are allocated their share of net profit after
tax in the statement of profit or loss and other comprehensive income and are presented
within equity in the consolidated statement of financial position, separately from parent
shareholders’ equity.
57 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d)
Foreign currency translation
D
Functional and presentation currency
The functional currency of Yowie Group Limited and Yowie Enterprises Pty Ltd is Australian
Dollar (AUD). The functional currency of the other entities is United States Dollar (USD).
The presentation currency of Yowie Group Limited is United States Dollar (USD).
Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by
applying the exchange rates ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling
at the reporting date.
All exchange differences in the consolidated financial report are taken to the statement of
profit or loss and other comprehensive income.
Group companies
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
• assets and liabilities for each statement of financial position presented are translated
at the closing rate at the date of that statement of financial position;
• income and expenses for each statement of profit or loss and other comprehensive
income are translated at average exchange rates, unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the
transactions; and
all resulting exchange differences are recognised in the statement of profit or loss and other
comprehensive income.
(e)
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and
in hand and short-term deposits with an original maturity of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash
and cash equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts
are included within interest-bearing loans and borrowings in current liabilities on the
statement of financial position.
58 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(f)
Trade and other receivables
D
Trade receivables, which generally have 30-60 day terms, are recognised initially at fair
value and subsequently measured at amortised cost using the effective interest method,
less an allowance for any uncollectible amounts. Refer to Note 23(q) for details on
assessment of uncollectible amounts.
(g)
Inventories
Inventories are measured at the lower of cost or net realisable value. Raw material
inventories are accounted for at purchase cost on a weighted average cost basis. Finished
goods and work in progress are accounted for at the purchase cost of direct materials plus
manufacturing costs, including depreciation of manufacturing equipment. Net realisable
value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and the estimated costs necessary to make the sale.
(h)
Property, plant and equipment
Plant and equipment is stated at cost, less accumulated depreciation and accumulated
impairment losses.
The carrying amount of plant and equipment is reviewed annually to ensure it is not in
excess of the recoverable amount from these assets. The recoverable amount is assessed
on the basis of the expected net cash flows that will be received from the assets
employment and subsequent disposal. The expected net cash flows have been discounted
to their present values in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably. All
other repairs and maintenance are charged to profit or loss during the financial period in
which they are incurred.
Depreciation is calculated over the useful lives to the Group of the assets, commencing
from the time the asset is held ready for use, as follows:
Class
Manufacturing plant and equipment
Office equipment
Depreciation method
Units of production basis
Straight line basis over 2.5 years
59 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(i)
Intangible assets
D
Intangible assets acquired separately are measured on initial recognition at cost. Following
initial recognition, intangible assets are carried at cost less any accumulated amortisation
and accumulated impairment losses. Internally generated intangible assets, excluding
capitalised development costs, are expensed to profit and loss as incurred.
Intangible assets with finite lives are amortised over the useful economic life and assessed
for impairment whenever there is an indication that the intangible asset may be impaired.
Rights and licenses
The Group made cash payments to purchase rights and licenses and they are valued at cost.
They are assessed as having an indefinite useful life.
Product development
Expenditure on product development is recognised as an intangible asset when the Group
can demonstrate:
• the technical feasibility of completing the intangible asset so that it will be available
for use or sale
• its intention to complete and its ability to use or sell the asset
• how the asset will generate future economic benefits
• the availability of resources to complete the asset
• the ability to reliably measure expenditure during development.
Product development costs are recorded as intangible assets and amortised using the units
of production method from the point at which the asset is available for use.
Software
Costs associated with maintaining software programmes are recognised as an expense as
incurred.
Development costs that are directly attributable to the design and testing of identifiable
and unique software products controlled by the group are recognised as intangible assets
when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use
• management intends to complete the software and use or sell it
• there is an ability to use or sell the software
• it can be demonstrated how the software will generate probable future economic
benefits
• adequate technical, financial and other resources to complete the development and
to use or sell the software are available, and
• the expenditure attributable to the software during its development can be reliably
measured.
60 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(i)
Intangible assets (continued)
D
Other directly attributable costs that are capitalised as part of the software include
employee costs and an appropriate portion of other directly attributable costs.
Software costs are recorded as intangible assets and amortised from the point at which the
asset is available for use over 3 years.
(j)
Trade and other payables
Trade payables and other payables are carried at amortised cost. They represent liabilities
for goods and services provided to the Group prior to the end of the financial year that are
unpaid and arise when the Group becomes obliged to make future payments in respect of
the purchase of these goods and services. The amounts are unsecured and are usually paid
within 30 days of recognition.
(k)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation.
Provisions are measured at the present value of management’s best estimate of the
expenditure required to settle the present obligation at the reporting date. If the effect of
the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects the time value of money and the risks specific to the liability.
(l)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(m) Revenue recognition
The Group recognises revenue predominately from the sale of goods.
Sale of goods
Revenue is recognised when control of the product is transferred, being either when the
product is delivered to the customer or, in some instance, when the customer picks up the
product, and there is no unfulfilled obligation that could affect the customer’s acceptance
of the products.
61 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(m) Revenue recognition (continued)
D
Revenue from sales is recognised based on the arrangement between the customer and the
Group. The arrangements in place do not commit customers to purchasing a specified
quantity nor commit Yowie to deliver the same, but set out the terms and conditions that
apply between the parties at the time an order is placed by a customer and accepted by the
Group. The terms and conditions cover, as appropriate to the customer, pricing, settlement
of liabilities, rebate allowances and any other negotiated performance obligations.
The rebate allowances relate to the customers right to claim promotional discounts and
spoilage of goods. At the point of sale, promotional discounts, spoilage allowance and
corresponding adjustment to revenue is recognised for those allowances expected to be
claimed by customers. The Group uses its accumulated historical experience and, whenever
available, mutually agreed terms to estimate the rebate allowances on a per customer
basis.
No element of financing is present in the pricing arrangement. Settlement terms are
generally credit terms of 30 to 60 days. Terms reflect negotiations with customers, policies,
procedures and controls held by each business unit as it relates to customer credit risk. For
customers who purchase on credit, a receivable is recognised when the products are
delivered or picked up as this is the point in time that the consideration is unconditional
because only the passage of time is required before the payment is due.
Interest revenue
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
revenue 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.
(n)
Income tax and other taxes
Current tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities based on the
current period’s taxable income. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted by the reporting date.
62 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(n)
Income tax and other taxes (continued)
D
Deferred income tax is provided on all temporary differences at the reporting date between
the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill
or of 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 profit nor taxable profit
or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries,
associates or interests in joint ventures, and the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-
forward of unused tax credits and unused tax losses, to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences and the
carry-forward of unused tax credits and unused tax losses can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference
arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in
subsidiaries, associates or interests in joint ventures, in which case a deferred tax
asset is only recognised to the extent that it is probable that the temporary
difference will reverse in the foreseeable future and taxable profit will be available
against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are
recognised to the extent that it has become probable that future taxable profit will allow
the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to
apply to the year when the asset is realised or the liability is settled, based on tax rates (and
tax laws) that have been enacted or substantively enacted at the reporting date.
63 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(n)
Income tax and other taxes (continued)
D
Current and deferred income tax is recognised in the statement of financial position, except
to the extent that it relates to items recognised in other comprehensive income or direct in
equity. In this case, the tax is also recognised in other comprehensive income or directly in
equity respectively.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right
exists to set off current tax assets against current tax liabilities and the deferred tax assets
and liabilities relate to the same taxable entity and the same taxation authority.
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless
the GST incurred is not recoverable from the taxation 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 recoverable or payable.
The net amount of GST recoverable from, or payable to, the taxation authority is included
with other receivables or payables in the statement of financial position.
Cash flows are included in the consolidated statement of cash flows on a gross basis. The
GST components of cash flows arising from investing and financing activities which are
recoverable from or payable to taxation authorities are classified as operating cash flows.
(o)
Share-based payment transactions
The Group provides benefits to directors, employees and consultants in the form of share-
based payment transactions, whereby services are rendered in exchange for shares or
rights over shares (‘equity-settled transactions’).
The cost of these equity-settled transactions with directors, employees and consultants is
measured by reference to the fair value at the date at which they are granted. The fair
value is determined using an appropriate valuation model.
No expense is recognised for awards that do not ultimately vest, except for equity-settled
transactions for which vesting is conditional upon a market or non-vesting condition. These
are treated as vesting irrespective of whether or not the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.
The cost of equity-settled transactions is recognised, together with a corresponding
increase in equity, over the period in which the performance and/or service conditions are
fulfilled.
If the terms of an equity-settled award are modified, as a minimum an expense is
recognised as if the terms had not been modified. An additional expense is recognised for
any modification that increases the total fair value of the share- based arrangement, or is
otherwise beneficial to the recipient, as measured at the date of modification.
64 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(o)
Share-based payment transactions (continued)
D
If an equity-settled award is cancelled, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award and designated as a
replacement award on the date that it is granted, the cancelled and new award are treated
as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in
the computation of diluted loss per share.
(p)
Earnings / loss per share
Basic earnings / loss per share is calculated as net profit or loss attributable to members of
the parent entity, adjusted to exclude any costs of servicing equity (other than dividends),
divided by the weighted average number of ordinary shares of the Company, adjusted for
any bonus element.
Diluted loss per share is calculated as net profit or loss attributable to members of the
parent, adjusted for:
• costs of servicing equity (other than dividends);
• the after tax effect of dividends and interest associated with dilutive potential
ordinary shares that have been recognised as expenses; and
• other non-discretionary changes in revenues or expenses during the period that
would result from the dilution of potential ordinary shares.
divided by the weighted average number of ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element.
(q)
Financial instruments
Financial assets
AASB 9 has three classification categories for financial assets; amortised cost, fair value
through other comprehensive income (FVOCI) and fair value through profit or loss.
The classification is based on the business model under which the financial asset is
managed and its contractual cash flows. Compared to AASB 139, the FVOCI and amortised
cost categories have been added and the held-to-maturity, loans and receivables and
available for sale classification categories have been removed. The Group only have
financial assets measured at amortised cost.
Amortised cost
A financial asset is measured at amortised cost if both of the following conditions are met:
(i)
the financial asset is held within a business model whose objective is to hold
financial assets in order to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows
that meet the sole payment of principal and interest (SPPI) requirements.
(ii)
65 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(q)
Financial instruments (continued)
D
Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its
debt instruments carried at amortised cost. The impairment methodology applied depends
on whether there has been a significant increase in credit risk. For trade receivables,
contract debtors and lease receivables, the Group applies the simplified approach
permitted by AASB 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Financial liabilities
AASB 9 largely retains the existing requirements of AASB 139 for the classification and
measurement of financial liabilities. Financial liabilities are measured at amortised cost,
except for those financial liabilities that are designated to be measured at fair value
through profit or loss.
Trade and other payables
Liabilities are recognised for amounts to be paid for goods or services received. Trade
payables are settled on terms aligned with the normal commercial terms in operations.
(r)
Impairment of assets
At each reporting date, the Group reviews the carrying values of tangible assets and
intangible assets to determine whether there is any indication that those assets have been
impaired. If such an indication exists, the recoverable amount of the asset, being the higher
of the asset’s fair value less costs to sell and value in use, is compared to the asset’s
carrying value. Any excess of the asset’s carrying value over its recoverable amount is
expensed to profit or loss.
Where it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which the asset
belongs.
(s)
Segment disclosures
Operating segments are presented in a manner consistent with the management reports
provided to the chief operating decision makers, which are currently represented by the full
Board.
The Group has only one reportable segment, which relates to the operations of its
confectionery business. All production and sales to date have taken place in the United
States, with production carried out under a contract manufacturing arrangement. The net
result is presented on a consolidated basis.
66 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(t)
Government grants
D
Government grants are not recognised until there is reasonable assurance that the Group
will comply with the conditions attaching to them and that the grants will be received.
A forgivable loan from government is treated as a government grant when there is
reasonable assurance that the entity will meet the terms for forgiveness of the loan.
Government grants are recognised in profit or loss on a systematic basis over the periods in
which the Group recognises as expenses the related costs for which the grants are intended
to compensate.
(u)
Significant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements requires management to
make judgements, estimates and assumptions that affect the reported amounts in the
financial statements. Management bases its judgements and estimates on historical
experience and on other factors it believes to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions and conditions
and may materially affect financial results or the financial position reported in future
periods.
Management has identified the following critical accounting policies for which significant
judgements, estimates and assumptions are made.
Share-based payments
The Group measures the cost of equity-settled transactions by reference to the fair value of
the equity instruments at the date at which they are granted. Estimating fair value for
share-based payment transactions requires determining the most appropriate valuation
model, which is dependent on the terms and conditions of the grant. The estimate also
requires making assumptions about the most appropriate inputs to the valuation model,
including the expected life of the share option, volatility and dividend yield. The
assumptions and models used for estimating fair value for share-based payment
transactions are disclosed in Note 15.
Income taxes
Judgement is required in assessing whether deferred tax assets are recognised in the
statement of financial position. Deferred tax assets are recognised only when it is
considered more likely than not that they will be recovered, which is dependent on the
generation of sufficient future taxable profits. Assumptions about the generation of future
taxable profits depend on management’s estimates of future cash flows. Judgements are
also required about the application of income tax legislation.
67 | Page
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
23.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
D
(u)
Significant accounting judgements, estimates and assumptions (continued)
Allowance for disposal of inventories
The allowance for disposal of inventories assessment requires a degree of estimation and
judgement. The level of the allowance is assessed by taking into account the recent sales
experience, the ageing of inventories, future production plans and their alignment with the
remaining term of any applicable contract manufacturing agreements, as well as any and
other factors that affect inventory obsolescence. To the extent that these judgements and
estimates prove incorrect, the Group may be exposed to potential additional inventory
write-downs or reversals in future periods.
Rebate allowances
The rebate allowances relate to the customers right to claim promotional discounts and
spoilage of goods. At the point of sale, promotional discounts, spoilage allowance and
corresponding adjustment to revenue is recognised for those allowances expected to be
claimed by customers. The Group uses its accumulated historical experience and, whenever
available, mutually agreed terms to estimate the rebate allowances on a per customer
basis.
68 | Page
DIRECTORS’ DECLARATION
D
In accordance with a resolution of the directors of Yowie Group Limited, I state that:
1.
In the opinion of the Directors:
(a)
the financial statements and notes of the consolidated entity are in accordance
with the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the consolidated entity’s financial position as at
30 June 2021 and of its performance for the year ended on that date; and
complying with Accounting Standards, the Corporations Regulations 2001
and other mandatory professional reporting requirements; and
(b)
there are reasonable grounds to believe that the consolidated entity will be able to
pay its debts as and when they become due and payable.
2.
This declaration has been made after receiving the declarations required to be made to
the directors in accordance with section 295A of the Corporations Act 2001
Note 2 confirms that the financial statements also comply with International Financial
Reporting Standards as issued by the International Accounting Standards Board.
On behalf of the Board
Louis Carroll
Non-Executive Chairman
27 August 2021
69 | Page
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
YOWIE GROUP LIMITED
Opinion
We have audited the financial report of Yowie Group Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement
of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our audit addressed this matter
Revenue
Revenue was considered a key audit matter as it is the
most significant account balance in the statement of
profit or loss and other comprehensive income.
For the year ended 30 June 2021, the Group's
revenue
recognised was
$12,578,381.
from sale of goods
Significant judgement is required in determining the
timing of revenue recognition, given the shipping
terms, and the related timing of when control passes
to the end customer.
We preformed the following audit procedures, amongst
others, in relation to the recognition of revenue:
· Assessed whether the revenue recognition policies
in compliance with Australian Accounting
are
Standards;
· Evaluated and tested the operating effectiveness of
the Group’s controls related to revenue recognition;
· Performed substantive analytical procedures on sale
of goods. The substantive analytical review involved
setting expectations of revenue by using historical
data and budgets, and ensuring revenue recognised
was within an acceptable margin;
· Sampled a selection of sales invoices and delivery
documentation to address the risks of occurrence and
accuracy of the revenue recorded; and
· Reviewed sales transactions before and after the
reporting date to ensure that revenue is recognised in
the correct financial period.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2021 but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
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: https://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2021.
In our opinion, the Remuneration Report of Yowie Group Limited, for the year ended 30 June 2021, 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.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 27 August 2021
TUTU PHONG
Partner
ASX ADDITIONAL INFORMATION
D
Additional information as required by the Australian Securities Exchange Listing Rules and not
disclosed elsewhere in this report is set out below. This information is current as at 24 August
2021.
Distribution of Quoted Securities
Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 – 100,000
100,000 and over
Total
No. of Holders of
Ordinary Shares
1,068
561
282
633
182
No. of
Ordinary Shares
277,200
1,575,262
2,261,468
21,350,919
193,103,052
2,726
218,567,901
There were 1,921 shareholders holding less than a marketable parcel of ordinary shares.
Quoted and Unquoted Equity Securities
Equity Security
Ordinary Shares
Quoted
218,567,901
Unquoted
-
74 | Page
D
ASX ADDITIONAL INFORMATION
Unlisted Employee/Consultant Options/Rights
Nil
Twenty Largest Holders of Ordinary Shares
Name
Shares Held
Percentage
%
Keybridge Capital Limited
Keybridge Capital Limited
Abdullah Hani Abdallah
BNP Paribas Nominees Pty Ltd
Keybridge Capital Limited
Scarborough Equities Pty Ltd
Recruitment Investments Pty Ltd
Reash Pty Ltd
Bentley Capital Limited
1
2
3
4
5
6
7 Mr Keith Phillip Hudson & Mrs Ann Hudson
8
9
10
11 Mr Ian Morton & Mrs Deborah Morton
12 Wilson Asset Management (International) Pty Ltd
Bart Superannuation Pty Ltd
13
CS Fourth Nominees Pty Ltd
14
15 Mr Asok Kumar & Mrs Renu Kumar
Kamga Pty Ltd
16
Patricia Mary Fields
17
Huntsman Holdings Pty Ltd
18
19
Dr Gregory Bryan Makin
20 Mr Louis Thomas Carroll
TOTAL
Substantial Shareholders
32,418,465
17,127,903
11,243,150
11,243,150
10,000,000
9,956,110
6,788,074
6,423,799
6,175,000
5,666,667
3,436,068
3,267,231
2,709,604
2,315,078
2,000,000
2,000,000
2,000,000
2,000,000
1,757,027
1,565,217
145,655,528
14.83
7.84
5.14
5.14
4.58
4.56
3.11
2.94
2.83
2.59
1.57
1.49
1.24
1.06
0.92
0.92
0.92
0.92
0.80
0.72
66.64
Substantial shareholders who have notified the Company in accordance with section 671B of
the Corporations Act 2001 are as follows:
Shareholder
Aurora Funds Management Limited in its capacity as
responsible entity of HHY Fund
Australian Style Group Pty Ltd
Bentley Capital limited
Keybridge Capital Limited
Orion Equities Limited
Queste Communications Ltd
Recruitment Investments Pty Ltd
Scarborough Equities Pty Ltd
Wilson Asset Management Group
No. of Shares
26,526,643
17,002,903
21,199,260
59,421,920
21,199,260
21,199,260
11,243,150
21,199,260
62,689,151
%
12.24
7.81
9.71
27.19
9.71
9.71
5.15
9.71
28.68
75 | Page
D
ASX ADDITIONAL INFORMATION
Voting Rights
Ordinary shares carry one vote per share. There are no voting rights attached to the options in
the Company.
Stock Exchange
The Company is listed on the Australian Securities Exchange and has been allocated the code
“YOW”. The “Home Exchange” is Perth.
On-market Buy-back
There is no current on-market buy-back.
Other Information
Yowie Group Limited is incorporated and domiciled in Australia, and is publicly listed company
limited by shares.
Corporate Governance Statement
The Board of Directors of the Company is responsible for the Corporate Governance of the
Company. The Board is committed to achieving and demonstrating the highest standard of
corporate governance applied
is appropriate to the Company’s
circumstances.
in a manner that
The Company has taken note of the Corporate Governance Principles and Recommendations
4th edition, which became effective for the first full financial year commencing on or after 1
January 2020.
The Company’s Corporate Governance Statement is current as of the date of this report and it
has been approved by the Board. The Corporate Governance Statement is available on the
Company’s website at: www.yowiegroup.com
76 | Page