1、REAL FOOD LIMITEDannual reportFOR THE YEAR ENDED JUNE 2020For personal use onlyFor personal use onlyFor personal use onlyFor personal use only1Contents Chairman Letter 5CEO Letter 8Directors Report 18Auditors Independence Declaration 32Consolidated Statement of Profit or Loss and Other Comprehensive
2、 Income 34Consolidated Statement of Financial Position 35Consolidated Statement of Changes in Equity 36Consolidated Statement of Cash Flows 37Notes to the Financial Statements 38Directors Declaration 81Independent Auditors Report 82Additional Shareholder Information 88Corporate Directory 89OLIVERS R
3、EAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyFor personal use onlyFor personal use onlyFor personal use onlyFor personal use onlyFEED YOUR GOOD LIKE BEANS“WOULD YOUWITH THAT?”LIKE BEANS“WOULD YOUWITH THAT?”For personal use onlyFor personal use only5best things that has
4、 happened since I addressed you all at the AGM,is that I truly believe we have found that person in Tammie Phillips who commenced in the role of CEO on June 17th 2020.As the founder and chairman,I am completely confident that Tammie has the required passion and belief in our brand,as well as the ide
5、al experience and background to drive the change that is needed to deliver the results that we all want to see,and believe this business can generate.Tammie as our new CEO,enjoys the full support of a board that has an intimate understanding of this business and its operations,and a management team
6、that are inspired by her passion for and knowledge of this market segment.Sustainable growth:The other thing that was obvious to me was that we needed to find a way to leverage our brand and find a way to grow the business,without the constant need for significant capital to fund that growth.We have
7、 found this solution in the Olivers Food To Go(OFTG)brand,recently launched into the Petrol and Convenience category in association with Euro Garages(EG).The exclusive IP License&Supply arrangement with EG provides Olivers with a clear runway to growth that leverages our brand and business,without t
8、he need for significant growth capital.We signed this agreement with EG in late May 2020,and at the time of writing we already have Ninety(90)OFTG outlets open and trading,with an average of 5 new outlets opening each week in the metropolitan regions of Brisbane,Sydney and Melbourne.This is a signif
9、icant moment in our evolution as a brand.A strong and trusted brand ideally positioned to benefit from the boom in domestic travel:As stated at the AGM,we believe that we have a strong and trusted brand and a store network that is the foundation of our business.Fellow Shareholders,As most of you wou
10、ld be aware,I returned to the business in March 2019 as CEO to head up and lead the recovery mission.I then addressed you all as the CEO at the AGM in November 2019,and spoke confidently of stabilising the business,managing costs,building revenues,and delivering a profitable outcome in FY20.At that
11、time,in November 2019 we were aware of the devastating bushfires that had started to ravage the east coast,but none of us knew just how devastating and impactful they would be on our communities,this business,and particularly Olivers summer trading.I remember sitting in a board meeting at the end of
12、 February 2020,looking back at the impacts this natural disaster had on our business and thinking“what else could possibly get in our way?”I write to you now as the chairman of the board,disappointed that the results we are presenting may initially seem difficult to comprehend,especially when I had
13、presented such a positive outlook in November 2019,just 10 months ago.Much has transpired since November 2019,and we are all now acutely aware of the devastating impacts the global pandemic has had(and continues to have)on the entire global population,global economies and each of us individually.So
14、whilst I write to you as the chairman,I also write to you as the founder and a fellow shareholder,and I think it is important to share with you why I personally feel more confident with where this business is at today,than I ever have.To get a different result,you must do things differently:Coming b
15、ack into the business in March 2019 was a sobering and confronting time for me.I knew that doing the same things over again would likely get us the same result,I knew we needed to rethink the way we were doing things to get a different result.At that time,I was intent on doing the best job I could a
16、s CEO,but I was also determined to find the right person to take over from me as CEO,to lead this business into the future,and one of the CHAIRMAN LETTERJason GunnFounder,ChairmanOLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlywas approximately$4.0m below budget
17、as a result of the pandemic,the bushfires and flooding during the period from November 2019 to June 2020.These factors had a major impact on the impairment calculation,meaning that$10.2m has been charged in impairments to the profit&loss at 30 June 2020,thus making up a significant portion of the to
18、tal reported loss of$17.5m.The$10.2m Impairment write-offs included:$6.1m of Right of use assets(which means leases)and$1.6m of Property Plant&Equipment (Store Equipment)$2.3m-made up of intangible assets (mainly goodwill).In addition to the above,the Group also incurred a number of one off,(non-rec
19、urring costs)totalling$1.465m,all of which have been charged to the Profit&Loss and thereby also contributed to the total reported loss of$17.5m:The$1.465m one off,non-recurring costs included:Share Based Payments (Issue of Directors Options)$1.165mExtraordinary legal costs (due to the failed EG Fue
20、ls SID)$0.300mThe FY20 results have been impacted by the application of Accounting Standards that require non-financial assets to be tested for impairment when indicators exist.The impairment models contemplate both the current and the foreseeable trading conditions which in the current Covid-19 cli
21、mate are uncertain.Accordingly,the financial impact is more significant than may otherwise have been the case.So,as you can see,the actual EBITDAI(Earnings Before Interest,Tax,Depreciation,Amortisation and Impairments)was a loss of just$67K.For me,given both the localised and global challenges we ha
22、ve faced in FY20,I am celebrating the achievements of a team that has done an amazing job of stabilising the business,significantly reducing costs,managing the challenges,and restructuring themselves to be well positioned to not just survive,but thrive in FY21.To the entire Olivers team around Austr
23、alia,thank you for adjusting and coping with the ever changing and challenging situation of the last 12 months.Many of you have made significant personal sacrifices throughout this period,and on behalf of the board and shareholders you deserve our thanks and applause.When we reopened the store netwo
24、rk in June 2020 after the initial lockdown period,we saw strong and encouraging sales revenues as consumers took to the highways in large numbers.I am delighted that our store network is ideally located to benefit from the predicted significant increase in domestic travel and road tripping post COVI
25、D19.The actual EBITDAI for FY20(Earnings Before Interest,Tax,Depreciation,Amortisation and Impairments)was a loss of just$67K:Whilst the net loss of$17.5m for the year seems difficult to comprehend,it is important to understand how that figure is reached.Total Reported Loss -$17.502m Impairments -$1
26、0.234mDepreciation&Amortisation-$5.753mInterest Expense -$1.086mTax -$.0.090mEBITDAI*-$0.067m*EBITDAI=(Earnings Before Interest,Tax,Depreciation,Amortisation and Impairments)As I have been asked by a number of shareholders to provide commentary and explain how the accounting standards translate and
27、report the impacts of the recent natural disasters and COVID19 pandemic,I provide the following explanation,full details of which are contained in the Financial Statements.The potential impact of impairments of store assets,such as property,plant and equipment right-of-use(ROU)assets is calculated b
28、ased on the cash flows generated by cash generating units(CGUs),(meaning our stores).Given that our entire store network was closed for a period of 8 weeks,the impact on the cash flow was significant for the reporting period.Moreover,an impairment was recognised on goodwill and other intangible asse
29、ts.This impairment was determined with reference to the Groups CGU being based on the quick-service-restaurants(QSR)segment.The ongoing closures in Victoria and travel restrictions throughout NSW during the first quarter of FY21 have also heavily impacted our forecasts,(for both profits and cash flo
30、ws)for the first half of FY21.These forecasts are then used in the calculation of potential impairments at 30 June 2020.Our revenue forecasts for the first half of FY21 needed to be reduced by approximately$6.0m(anticipating continuing uncertainty given the current restrictions and border closures),
31、and the revenue loss for the current reporting period 6For personal use onlyFor personal use only7Our plans have been slightly disrupted in FY20,but we have a strong team led by Tammie Phillips our new CEO,and a clear runway to significant growth through our partnership with EG.All of our customers,
32、team and shareholders should rest assured that we are confident that Olivers is in excellent shape to thrive in FY21 and beyond.As many of you are already aware,I am open to receiving communications from shareholders and welcome your feedback or questions at .au Jason GunnFounder&Non-Executive Chair
33、manOLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use only2.It is this strong brand foundation that attracted the EG group to the business and has ultimately resulted in a partnership between the two businesses that has now opened the Olivers business up to the retail c
34、onvenience channel.We currently have 90 FOOD TO GO outlets operating in EG petrol stations,with 135 planned by Christmas 2020.3.In June 2020 when the nation came out of the first wave of COVID19 and all borders were open,all venues in the group re-opened with pleasing results.Most venues trade resur
35、ged to levels higher than the same previous year period as Australians took to the road for short breaks.Victorias second wave,lockdown and state border closures,brought this to a halt but there is confidence gained from the trading period of late May to early July that indicate Olivers business is
36、in a strong position once borders and restrictions are lifted.4.In FY20 significant resources have been invested in cloud-based business management software with advances made to the improvement and quality of financial reporting and analytics.As I prepare this years annual letter to shareholders,I
37、have been in the CEO seat for 12 weeks.Whilst the formulation of a full strategic vision is a longer runway,I have in this time,with the support of the dedicated Olivers team,learnt how the company operates.We have turned our attention to the handful of areas that we believe matter most right now,wh
38、ich I will share with you.Firstly,the FY2020 results and I respect that the annual report contains some sobering news for investors.I am certain all shareholders understand that the company has faced unprecedented challenges including bushfires,floods and a worldwide health pandemic that have had a
39、direct impact on revenue performance in FY20.For the short time that I have been in this role I have had to take action on critical situations related to COVID19.I can tell you firsthand it is a very difficult challenge to navigate with the daily changing landscape of border closures,restricted trad
40、ing and regulated COVID safety plans impacting the business.Notwithstanding these environmental challenges the business has faced in FY20 I acknowledge that the company has not produced the returns that the investment community expects.My initial focus has been to understand the business performance
41、 by focusing only on the key analytic measures for this industry.Through this lens we have been able to quickly identify what the core strengths and weaknesses of the business are,and formulate some short term initiatives,whilst we concurrently work to formulate a full strategic vision.The positive
42、learnings of Olivers:1.Being different is a good thing and Olivers enjoys a unique market position in the QSR channel as the healthiest fast food offering in category.The companys commitment to quality,freshness and health(defined as real foods)is uncompromising and has earnt the business a strong b
43、rand reputation.CEO LETTERTammie PhillipsChief executive Officer8For personal use onlyFor personal use only9In summary,my positive learnings include that Olivers is a solid,trusted brand,with a strong purpose,serving a growing market segment that is demanding health in convenience.In the QSR channel
44、,the businesss revenue is in a strong position to grow when travel starts with the revival of the driving holiday expected.In the retail convenience channel,the business has the opportunity to grow a significant retail health brand beginning with stabilising and growing the EG partnership.The busine
45、ss now has a reliable financial accounting and reporting system which provides for factual decision making.Whilst there is significant opportunity to grow revenues,the business also recognises that in the short term we need to improve efficiencies and reduce costs.This will create a solid foundation
46、 for our long-term profitable growth.These are the initial steps we are taking:Facts will rule our decision making we have a refreshed robust set of metrics in the business to measure and drive performance on what matters.We are committed to improving and refining these measures with an unwavering d
47、edication to if you cant measure it,you cant manage it We are committed to a fundamental restructuring of the cost side of our business we are systematically continuing to review every aspect of our business to eliminate costs that do not produce value for our customers We will innovate product fast
48、er to further differentiate the Olivers offer from other QSR and health convenience brands we are focusing on range optimisation in the FOOD TO GO prepared foods category to leverage the growth opportunities with EG in the petrol convenience channel.This will also benefit the ranging offer in our tr
49、aditional company owned QSR venues and provide scale and efficiencies to our kitchens We will improve our value perception through strategic initiatives we are placing high importance on menu simplification and speed of service.We are investing in technology platforms to provide both a better custom
50、er experience and to run our business more efficiently the roll out of a cloud-based point of sale system will provide faster service times,improve labour productivity and give better data visibility.It will also enable personalised offers and new experiences.We also will implement an integrated clo
51、ud-based,supply chain and inventory management platform,which will bring many new capabilities including demand-based replenishmentAs a team we are committed to building a strong culture-we are building a team structure with clear accountabilities for all team members.I believe that a team that is c
52、lear on purpose,responsibilities and keeps customers at the core of decision making,is best empowered to deliver results.I recognise these are challenging times and we have our work cut out for us.I affirm we are taking the steps now to reposition the company post COVID to produce the returns that t
53、he investment community expects and that we expect from ourselves.Whilst in the short term we work through these steps of continuous improvement,we are developing a full strategic vision for the company.We look to the future with optimism and are confident on our teams ability to execute and deliver
54、 for all stakeholders.Our team is steadying the ship in the face of headwinds to come out stronger the other side and I give you my assurance that this is a responsibility to you all,and each other,that we take very seriously.Thank you for joining us in our quest and thank you for being an Olivers s
55、hareholder.Our thoughts remain with the communities and individuals,including healthcare workers and first responders,most deeply affected by the COVID-19 crisis.Yours Sincerely,Tammie PhillipsCEO .auOLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyFor personal us
56、e onlyFor personal use onlySTORELOCATIONSFor personal use onlyFor personal use only12For personal use onlyFor personal use only13Note:Circumstances may change and the Company may not necessarily open future sites in the order presented above and may substitute other locations for those listed above,
57、at the sole discretion of the BoardQUEENSLANDMaryboroughNEW SOUTH WALESChinderahPort MacquarieFerry ParkCoffs Harbour NthBulahdelahHexhamWyong NthWyong SthLithgowGoulburnGundagaiVICTORIAEuroaWallan NthWallan SthGeelong NthGeelong SthBallaratEastlink InEastlink OutOfficer InOfficer OutPenlink InPenli
58、nk Out24STORELOCATIONSOLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyQUEENSLAND19 LocationsNEW SOUTH WALES44 LocationsACT4 LocationsVICTORIA17 Locations84+EGLOCATIONS191744414For personal use onlyFor personal use only15EG STORE LOCATIONSNSW Bankstown Bass Hill B
59、elmont Berkshire Park Blacktown Brookvale Bulli Campbelltown Mall Cardiff Chatswood East Chester Hill Chipping Norton Chullora Cranbrook Dural Fairymeadow Glenrose Gosford Granville Greenacre Gregory Hills Kogarah Lansvale Leichhardt Marrickville Minto Miranda Narellan Newport North Liverpool North
60、Narrabeen Prestons Redfern Rockdale Roselands Spring Farm Strathfield Turramurra Vineyard Werrington West Ryde Windsor Wollongong West WooloowareACT Belconnen Canberra Gateway Gungahlin HumeVIC Abbotsford(Fitzroy)Altona Meadows Braeside Carrum Downs Coburg Frankston North Geelong North Melton Gatewa
61、y Mernda Monbulk North Melbourne Ocean Grove North Pascoe Vale Rye St Helena St.Kilda TorquayQLD Birkdale Bowen Hills Browns Plains West Capalaba Cornubia Flagstone Goodna Kallangur Kingston Mango Hill Mitchelton Moorooka Mt Cotton Northgate Ormeau Slacks Creek Springfield Warner WoodridgeOLIVERS RE
62、AL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyFor personal use onlyFor personal use onlyDIRECTORS REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Directors report 30 June 2020 The directors present their report,together with the financial statem
63、ents,on the consolidated entity(referred to hereafter as the Group)consisting of Olivers Real Food Limited(referred to hereafter as the company or parent entity)and the entities it controlled at the end of,or during,the year ended 30 June 2020.General Information on Directors The following persons w
64、ere Directors of Olivers Real Food Ltd during or since the end of the financial year up to the date of this report.Nicholas Dower Chairman and Non-Executive Director(Ceased 2 May 2020)Jason Gunn-Chairman and Non-Executive Director(Appointed 2 May 2020),previously CEO and Executive Director(Appointed
65、 28 February 2019).Amanda Gunn Non-Executive Director(Appointed 28 February 2019).David McMahon Executive Director(Appointed 2 May 2020).Steven Metter Company Secretary and Non-Executive Director(Appointed 11 March 2019).Principal Activities During the financial year the principal continuing activit
66、ies of the Group comprised of management of Quick Service Restaurants(“QSR”)in Australia under the branding of“Olivers real Food”.Dividends There were no dividends paid,recommended or declared during the current or previous financial year.Review of operations The loss for the Group after providing f
67、or income tax amounted to$17,506,369(30 June 2019:$15,661,501).2020 2019 Change Change$%Revenue from ordinary activities 31,772,297 35,050,618 (3,278,321)(9.4%)Raw materials and consumables used (8,516,919)(9,279,135)762,216 (8.2%)Gross Profit 23,255,378 25,771,483 (2,516,105)(9.8%)Earnings before i
68、nterest,taxes,depreciation,amortisation and impairment(EBITDAI)(69,477)(6,518,231)6,448,754 (98.9%)Net(loss)/profit after tax attributable to members (17,506,369)(15,661,501)(1,844,868)11.8%Net Assets (4,284,001)11,590,974 (15,874,975)(137.0%)Net Tangible Assets (6,919,770)5,493,273 (12,413,043)(226
69、.0%)Cash and Cash equivalents 958,303 1,042,598 (84,295)(8.1%)At the end of the reporting period the Company operated 24 Olivers company owned stores in Australia and had commenced supply of the OLIVERS FOOD TO GO offer in 14 EG Outlets in Sydney.As is evident,the 2020 financial year has been a chal
70、lenging one for the Company.The combined impact of bushfires,floods and COVID 19 has had direct and significant impacts on the business performance.On one hand the business has navigated these challenges diligently with a strong focus on margin performance and operating expense control which has res
71、ulted in a small loss on the EBITDAI.On the other hand,the combination of all of these environmental factors has had significant negative impact on impairments,as reflected in the large asset impairment provisions.The impact of COVID 19 saw all venues cease trading for an 8-week period during 23 Mar
72、ch to 13 May.Further closures and impacts have resulted from the VIC second wave and state border closures.The period between June and July when the economy opened up briefly saw strong resurgence of sales to most Olivers venues and gives some optimism for the network as Australia navigates its way
73、out of the pandemic.The EG supply agreement was finalised in May,with a partnership plan to open 135 FOOD TO GO outlets by December 2020 by 30 June the company was operating 14 sites and the growth trajectory is on track.FY20 was a challenging year for many businesses and industries for its own uniq
74、ue reasons.With the re-opening of the borders and lock-down restrictions expected to end soon and the growth opportunities from the EG partnership,Olivers is in a strong position for revenue growth.18For personal use onlyFor personal use only19Olivers Real Food Limited Directors report 30 June 2020
75、Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the financial year.Matters subsequent to the end of the financial year The Company has since committed to a$5.0m term loan facility,repayable in 36 months.The terms of this facil
76、ity comprise an interest rate of 10.5%p.a.,and the repayment of the current CBA facility(Balance of$950k as at the date of this report).The Company is also required to enter into a Warrant Deed granting the holder the option to subscribe for shares over two tranches,the first being for 37,500,000 sh
77、ares and the second for a further 10,000,000 shares at a warrant exercise price of$0.12 per share.There are also financial covenants stating the minimum cash balance as at 30 September 2020 and 31 December 2020 must be greater than$2,500,000,as at 31 March 2021 and 30 June 2020 and as at 30 Septembe
78、r 2021$2,000,000,and as at 31 December 2021$1,500,000 and remaining at that level thereafter whilst the facility is in place.COVID 19 Impact on Olivers Real Food Limited The COVID 19 pandemic has developed rapidly in 2020,with a significant number of cases.Measures taken by various governments to co
79、ntain the virus have affected economic activity and the Companys business in various significant ways:Due to government measures taken,Olivers had to close its entire network of stores,the 3 warehouses and 2 kitchens as of March 23rd 2020.The impact on revenues started to decline from early March as
80、 people stayed home and didnt travel or eat out as the concerns around the pandemic took hold.The reduction of economic activity and the requirement to close our stores meant all employees were stood down and the Company proceeded to register for JobKeeper which was successful.During the last quarte
81、r,the Group received Government subsidies from JobKeeper amounting to$2.0m and rental subsidies of$496.8k.As a result of these effects our cumulative revenue in the last quarter of 2020 was approximately$5.6m or 69.8%lower than our 2019 revenues in the same period.The Groups operating results have d
82、eclined significantly in 2020 and have been negative in March,April and May 2020.Also,our liquidity has been negatively impacted,which required us to obtain additional funding from our bank by obtaining a temporary overdraft facility of$750k(reduced to$500k in June)to enable the Group to meet our fu
83、ture liquidity needs throughout the period of the pandemic.In the period since 30 June 2019,the Group has incurred losses due to impairments recognised on its Balance Sheet for Leasehold Improvements of$1.2m,Plant and Equipment of$0.5m and Right of Use Assets of$6.1m,and Intangible assets of$2.4m.Th
84、e Federal Government have also announced the implementation of government assistance measures which might mitigate some of the impact of the COVID 19 pandemic on our results and liquidity.To the extent appropriate we have applied for such government assistance.The details of all of the arrangements
85、that might be available to us and the period throughout which they will remain available are continuing to evolve and remain subject to uncertainty.We are continuing to assess the implications for our business when these arrangements are no longer available.In particular,the withdrawal of the assist
86、ance currently provided by way of the JobKeeper subsidy would adversely affect the performance of the business until such point in time trading returned to normal pre COVID 19 levels.Depending on the duration of the COVID 19 crisis and continued negative impact on economic activity,the Group might e
87、xperience further negative results,and liquidity restraints and incur additional impairments on its assets in 2021.The exact impact on our activities in the remainder of 2021 and thereafter cannot be predicted.We also refer to note 1 Going concern.No other matter or circumstance has arisen since 30
88、June 2020 that has significantly affected,or may significantly affect the Groups operations,the results of those operations,or the Groups state of affairs in future financial years.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Director
89、s report 30 June 2020 Likely developments and expected results of operations Information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable preju
90、dice to the Group.Environmental Regulation The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.Information on directors Name:Jason Gunn Title:Non-Executive Director and Chairman Experience and expertise:Jason brings an intimate understandin
91、g of the business and its operations having founded Olivers in 2005 and managed its growth as CEO from 2005-2018,resigning in April 2018,and then returning as CEO in March 2019 to lead the recovery process.Jason created Olivers and has led the business throughout most of its operating history,develo
92、ping the brand,and its unique offering.Jasons ability to lead the Company through periods of growth,rationalisation and operational restructuring is clearly demonstrated.Jason completed the AICD company directors course in 2017.Interest in shares:45,171,362 Interest in options:Nil Name:Amanda Gunn T
93、itle:Non-Executive Director Experience and expertise:Amandas knowledge of the business and its operations is extensive.From March 2010-May 2018 Amanda held the role of Operations Manager for the company developing all operational functions of the business.During the time,Amandas contribution was sig
94、nificant in shaping the development and growth of the business,brand and operating processes.In March 2019,Amanda returned to the business for 12 months working as Operations Manager and Executive Director alongside the team that executed the recovery of the business.Amanda is a Non-executive Direct
95、or,member of the Remuneration and Nominations Committee,member of the Institute of Directors NZ and currently enrolled to complete the Company Directors Course.Interest in shares:45,171,362 All shares are held indirectly by spouse,Jason Gunn.Interest in options:Nil Name:Steven Metter Title:Non-Execu
96、tive Director Qualifications:Steven is a qualified Chartered Accountant and a management accountant with a 36-year history as a business recovery specialist.He has extensive successful business interests in hospitality,as a major shareholder in a Melbourne based 3400 seat restaurant,and has acted as
97、 a financial consultant in Australia,South Africa and the USA.Interests in shares:5,000,000 20For personal use onlyFor personal use only21Olivers Real Food Limited Directors report 30 June 2020 Name:David McMahon Title:Executive Director and CFO Experience and expertise:As a fellow of the Institute
98、of Public Accountants,a Member of the Governance Institute of Australia and also the Institute of Chartered Secretaries and Administrators,David is very well credentialed to fill the role.Interests in shares:33,500 Interests in options:2,000,000 Name Nicholas Dower Title Chairman and Independent Non
99、-Executive Director Experience Nicholas has had a 40-year career in business,having built many successful companies,including being one of the original franchisors of Video Ezy,which grew into the dominant chain in its category.Having served on the boards of several public companies He is the founde
100、r,proprietor and current chairman of the Niche Group,which he started over 30 years ago.Interest in Shares 500,000 ordinary shares Interest in Options Nil Special Responsibilities Chairman of Remuneration and Nomination Committee Directorships held in other listed entities during the three years pri
101、or to the current year None Other current directorships quoted above are current directorships for listed entities only and excludes directorships of all other types of entities,unless otherwise stated.Former directorships(last 3 years)quoted above are directorships held in the last 3 years for list
102、ed entities only and excludes directorships of all other types of entities,unless otherwise stated.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Directors report 30 June 2020 Company Secretary Steven Metter appointed as Company Secreta
103、ry on 11 March 2019 and ceased as Company Secretary on 30 June 2020.Boardroom Limited were appointed to manage the Company Secretarial duties on 30 June 2020 and Julian Rockett was appointed the Company Secretary as of that date.Meetings of directors The number of meetings of the companys Board of D
104、irectors(the Board)and of each Board committee held during the year ended 30 June 2020,and the number of meetings attended by each director were:Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Held Attended Held Attended Held Nicholas Dower*10 10 1 2 -Jason Gunn 17
105、 17 1 2 1 2 Amanda Gunn 17 17 2 2 1 2 Steven Metter 16 17 1 2 2 2 David McMahon*6 6 1 -1 2 Held:represents the number of meetings held during the time the director held office or was a member of the relevant committee.*Directorship ceased on 2 May 2020*Directorship commenced 2 May 2020 Remuneration
106、report(audited)The remuneration report details the key management personnel remuneration arrangements for the Group,in accordance with the requirements of the Corporations Act 2001 and its Regulations.Key management personnel are those persons having authority and responsibility for planning,directi
107、ng and controlling the activities of the entity,directly or indirectly,including all directors.The remuneration report is set out under the following main headings:Principles used to determine the nature and amount of remuneration Details of remuneration Service agreements Share-based compensation A
108、dditional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Groups executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered.The framework aligns execu
109、tive reward with the achievement of strategic objectives and the creation of value for shareholders,and it is considered to conform to the market best practice for the delivery of reward.The Board of Directors(the Board)ensures that executive reward satisfies the following key criteria for good rewa
110、rd governance practices:competitiveness and reasonableness acceptability to shareholders performance linkage/alignment of executive compensation transparency The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executi
111、ves.The performance of the Group depends on the quality of its directors and executives.The remuneration philosophy is to attract,motivate and retain high performance and high-quality personnel.22For personal use onlyFor personal use only23Olivers Real Food Limited Directors report 30 June 2020 The
112、reward framework is designed to align executive reward to shareholders interests.The Board has considered that it should seek to enhance shareholders interests by:having economic profit as a core component of plan design focusing on sustained growth in shareholder wealth,consisting of dividends and
113、growth in share price,and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value attracting and retaining high calibre executives Additionally,the reward framework should seek to enhance executives interests by:rewarding capability
114、and experience reflecting competitive reward for contribution to growth in shareholder wealth providing a clear structure for earning rewards In accordance with best practice corporate governance,the structure of non-executive director and executive director remuneration is separate.Non-executive di
115、rectors remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role.Non-executive directors fees and payments are reviewed annually by the Nomination and Remuneration Committee.The Nomination and Remuneration Committee may,from time to time,receiv
116、e advice from independent remuneration consultants to ensure non-executive directors fees and payments are appropriate and in line with the market.The chairmans fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market.The chairm
117、an is not present at any discussions relating to the determination of his own remuneration.ASX listing rules require the aggregate non-executive directors remuneration be determined periodically by a general meeting.The most recent determination was at the Annual General Meeting held on 29 November
118、2019,where the shareholders approved a maximum annual aggregate remuneration of$500,000.Executive remuneration The Group aims to reward executives based on their position and responsibility,with a level and mix of remuneration which has both fixed and variable components.The executive remuneration a
119、nd reward framework has four components:base pay and non-monetary benefits short-term performance incentives share-based payments other remuneration such as superannuation and long service leave The combination of these comprises the executives total remuneration.Fixed remuneration,consisting of bas
120、e salary,superannuation and non-monetary benefits,are reviewed annually by the Nomination and Remuneration Committee based on individual and business unit performance,the overall performance of the Group and comparable market remunerations.Executives may receive their fixed remuneration in the form
121、of cash or other fringe benefits(for example motor vehicle benefits)where it does not create any additional costs to the Group and provides additional value to the executive.The short-term incentives(STI)program is designed to align the targets of the business units with the performance hurdles of e
122、xecutives.STI payments are granted to executives based on specific annual targets and key performance indicators(KPIs)being achieved.KPIs include profit contribution,customer satisfaction,leadership contribution and product management.The long-term incentives(LTI)include long service leave and share
123、-based payments.Shares are awarded to executives over a period of three years based on long-term incentive measures.These include increase in shareholders value relative to the entire market and the increase compared to the Groups direct competitors.The Nomination and Remuneration Committee reviewed
124、 the long-term equity-linked performance incentives specifically for executives during the year ended 30 June 2020.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Directors report 30 June 2020 Consolidated entity performance and link to
125、remuneration Remuneration for certain individuals is directly linked to the performance of the consolidated entity.A portion of cash bonus and incentive payments are dependent on defined earnings per share targets being met.The remaining portion of the cash bonus and incentive payments are at the di
126、scretion of the Nomination and Remuneration Committee.Refer to the section Details of Remuneration below for details of the earnings and total shareholders return for the last five years.Revenue$m EBITDA$m Net Profit After tax$m 2020 31.80 (17.40)(17.40)2019 35.00 (15.70)(15.70)2018 35.90 2.30 (0.60
127、)2017 20.70 (2.30)(2.90)2016 17.10 1.60 0.60 SHARE BASED REMUNERATION Olivers operates an LTI plan for eligible senior executives(the Oliver Employee Incentive Plan(OEIP)as a means of encouraging employees to share in the ownership of the Company and promote its long-term success as a common goal.Th
128、e Board will make offers to persons to participate in the OEIP based on their contribution to the Company.Under the terms of the OEIP the Board may make awards of Options,performance rights,service rights,deferred share awards,exempt share awards,cash rights or stock appreciation rights.No offer of
129、an award may be made to the extent it breaches the Constitution,the Listing Rules,the Corporations Act or any other applicable law.The key terms of the OEIP and details of the pre-IPO Award to KMP are as follows:All capitalised terms have the meaning as defined within the OEIP.Purpose The purpose of
130、 the OEIP is to encourage Employees to share in the ownership of the Company and to promote the long-term success of the Company as a goal shared by all Employees.Eligibility Participants in the OEIP must be persons who are in full-time or part-time employment of a Group Company and includes a Direc
131、tor of a Group Company.Form of Equity The Company may offer an Award which includes an Option,a Performance Right,a Service Right,a Deferred Share Award,an Exempt Share Award,a Cash Right,or a Stock Appreciation Right,in accordance with the terms of the OEIP.The Company may offer or issue Options,wh
132、ich are rights to be issued a Share upon payment of the Exercise Price and satisfaction of specified Vesting Conditions.These terms apply unless the Offer specifies otherwise:Options are Restricted Awards until they are exercised or expire.An Offer may specify a Restriction Period for Shares issued
133、on the exercise of Options.Options are subject to adjustment.The pre-IPOOEIP expired during the year or is eligible for employees who are not currently key management personnel.Group performance and link to remuneration Remuneration for certain individuals is directly linked to the performance of th
134、e Group.A portion of cash bonus and incentive payments are dependent on defined earnings per share targets being met.The remaining portion of the cash bonus and incentive payments are at the discretion of the Nomination and Remuneration Committee.Refer to the section Details of Remuneration below fo
135、r details of the earnings and total shareholders return for the last five years.The Nomination and Remuneration Committee is of the opinion that the continued improved results can be attributed in part to the adoption of performance-based compensation and is satisfied that this improvement will cont
136、inue to increase shareholder wealth if maintained over the coming years.24For personal use onlyFor personal use only25Olivers Real Food Limited Directors report 30 June 2020 Voting and comments made at the companys 29 November 2019 Annual General Meeting(AGM)At the 29 November 2019 AGM,99.3%of the v
137、otes received supported the adoption of the remuneration report for the year ended 30 June 2019.The company did not receive any specific feedback at the AGM regarding its remuneration practices.Details of remuneration Amounts of remuneration Details of the remuneration of all Directors and key manag
138、ement personnel of the Group are set out in the following tables.The key management personnel of the Group consisted of the following directors of Olivers Real Food Limited:Jason Gunn Amanda Gunn David McMahon Steven Metter Nicholas Dower And the following person:Tammie Phillips Short-term benefits
139、Post-employment benefits Long-term benefits Share-based payments Cash salary Directors Fees Non-Super-Long service Equity-and fees monetary annuation leave settled Total 2020$Non-Executive Directors:Nicholas Dower 96,668 -277,630 374,298 Jason Gunn 190,725 -16,698 -277,630 485,053 Amanda Gunn 88,157
140、 -5,938 -277,630 371,725 Steven Metter 80,004 -277,630 357,634 Executive Directors:David McMahon-Chief Financial Officer 128,640 -12,221 820 72,661 214,342 Other Key Management Personnel:Tammie Phillips-Chief Executive Officer 2,885 -274 -1,639 4,798 587,079 -35,131 820 1,184,820 1,807,850 OLIVERS R
141、EAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Directors report 30 June 2020 Short-term benefits Long-term benefits Share-based payments Cash salary Directors Fees Non-Super-Long service Equity-monetary annuation leave settled Total 2019$Non-Exe
142、cutive Directors:Nicholas Dower -30,375 -30,375 Mark Richardson -82,500 -82,500 Steven Metter -18,226 -18,226 Katherine Hatzis -51,328 -51,328 John Diddams -66,000 -66,000 Peter Rodwell -120,833 -120,833 Executive Directors:Jason Gunn-Chief Executive Officer 27,692 -2,631 -30,323 Amanda Gunn 37,339
143、-2,603 -39,942 Other Key Management Personnel:Greg Madigan-Chief Executive Officer 234,490 -13,688 -248,178 David McMahon 19,038 -1,809 -20,847 Rowena Hubble 57,668 -4,864 -62,532 Alan Lee 157,025 -13,863 -170,888 533,252 369,262 -39,458 -941,972 26For personal use onlyFor personal use only27Olivers
144、 Real Food Limited Directors report 30 June 2020 Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements.Details of these agreements are as follows:Name Jason Gunn Title Chief Executive Officer Terms of Agreement No fixed term s
145、ubject to termination provisions detailed below Details Annual remuneration including cash salary,superannuation and non-cash benefits$109,500 fixed per annum,automatically increased to$219,000 when the Group achieves 3 consecutive quarters of EBITDA Incentives-eligible to participate in short term
146、incentive up to 50%of base salary,subject to meeting KPIs and equity participation as part of a Long-Term Incentive Plan Termination Termination-3 months notice in writing.The Company may terminate employment without payment in lieu of notice in circumstances involving serious or wilful misconduct.A
147、ll payments on termination will be subject to the termination benefits cap under the Corporations Act 2001 in the absence of shareholder approval Post-employment-3 months restraint provisions Name:Amanda Gunn Title:Operations Manager Agreement commenced:28 February 2019 Term of agreement:No Fixed Te
148、rm-Termination-3 months in writing.The Company may terminate employment without payment in lieu of notice in circumstances involving serious or wilful misconduct Details:Annual remuneration including cash salary,superannuation and non-cash benefits$136,875 Incentives-eligible to participate in short
149、-term incentive and equity remuneration plans.Name:David McMahon Title:CFO Agreement commenced:16 April 2019 Term of agreement:No Fixed Term-Termination-3 months in writing.The Company may terminate employment without payment in lieu of notice in circumstances involving serious or wilful misconduct
150、Details:Annual remuneration including cash salary,superannuation and non-cash benefits$197,100 Incentives-eligible to participate in short-term incentive and equity remuneration plans.Is eligible to receive 2,000,000 options at$0.028 per option subject to shareholder approval at the next AGM.OLIVERS
151、 REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Directors report 30 June 2020 Name:Tammie Phillips Title:CEO Agreement commenced:17 June 2020 Term of agreement:No fixed term-Termination-3 months in writing.The Company may terminate employment w
152、ithout payment in lieu of notice in circumstances involving serious or wilful misconduct Details:Commencing remuneration$164,250,increasing to$197,100 between 3 and 6 months after commencement and then increasing to$219,000 6 months after commencement date.In addition,supplied with a fully maintaine
153、d vehicle.All figures are inclusive of cash salary,superannuation and non-cash benefits.Additionally,once the employer has delivered four(4)consecutive quarters of profit EBITDA at any time during the period from 1 July 2020 to 31 December 2021,an entitlement of 2,000,000 share options at$0.05 per o
154、ption will be granted.Key management personnel have no entitlement to termination payments in the event of removal for misconduct.Share-based compensation Issue of shares Details of shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 20
155、20 are set out below:Name Date Shares Issue price$Nicholas Dower 9 March 2020 5,000,000$0.022 110,000 Jason Gunn 9 March 2020 5,000,000$0.022 110,000 Amanda Gunn 9 March 2020 5,000,000$0.022 110,000 Steven Metter 9 March 2020 5,000,000$0.022 110,000 Options There were no options over ordinary shares
156、 issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2020.The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 30 June 2020 are set
157、 out below:Number of Number of Number of Number of options options options options granted granted vested vested during the during the during the during the year year year year Name 2020 2019 2020 2019 Nicholas Dower 5,000,000 -5,000,000 -Jason Gunn 5,000,000 -5,000,000 -Amanda Gunn 5,000,000 -5,000
158、,000 -Steven Metter 5,000,000 -5,000,000 -28For personal use onlyFor personal use only29Olivers Real Food Limited Directors report 30 June 2020 Values of options over ordinary shares granted,exercised and lapsed for directors and other key management personnel as part of compensation during the year
159、 ended 30 June 2020 are set out below:Value of Value of Value of Remuneration options options options consisting of granted exercised lapsed options during the during the during the for the year year year year Name$%Nicholas Dower 277,630 277,630 -Jason Gunn 277,630 277,630 -Amanda Gunn 277,630 277,
160、630 -Steven Metter 277,630 277,630 -Additional disclosures relating to key management personnel Shareholding The number of shares in the company held during the financial year by each director and other members of key management personnel of the Group,including their personally related parties,is se
161、t out below:Balance at Received Balance at the start of as part of Disposals/the end of the year remuneration Additions other the year Ordinary shares Nicholas Dower 500,000 5,000,000 -5,500,000 Jason Gunn*46,472,500 10,000,000 1,625,000 (12,926,138)45,171,362 Amanda Gunn*-Steven Metter -5,000,000 -
162、5,000,000 David McMahon 21,000 -12,500 -33,500 Tammie Phillips -1,250,000 -1,250,000 46,993,500 20,000,000 2,887,500 (12,926,138)56,954,862 *All shares are held indirectly by spouse,Jason Gunn Option holding The number of options over ordinary shares in the company held during the financial year by
163、each director and other members of key management personnel of the Group,including their personally related parties,is set out below:Balance at Expired/Balance at the start of forfeited/the end of the year Granted Exercised other the year Options over ordinary shares Nicholas Dower -5,000,000 (5,000
164、,000)-Jason Gunn -5,000,000 (5,000,000)-Amanda Gunn -5,000,000 (5,000,000)-Steven Metter -5,000,000 (5,000,000)-20,000,000 (20,000,000)-Shares under option There were no unissued ordinary shares of Olivers Real Food Limited under option outstanding at the date of this report.This concludes the remun
165、eration report,which has been audited.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Directors report 30 June 2020 Shares issued on the exercise of options There were no ordinary shares of Olivers Real Food Limited issued on the exercis
166、e of options during the year ended 30 June 2020 and up to the date of this report,other than those outlined in the table above.Indemnity and insurance of officers The company has indemnified the directors and executives of the company for costs incurred,in their capacity as a director or executive,f
167、or which they may be held personally liable,except where there is a lack of good faith.During the financial year,the company paid a premium in respect of a contract to ensure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001.The cont
168、ract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.Indemnity and insurance of auditor The company has not,during or since the end of the financial year,indemnified or agreed to indemnify the auditor of the company or any related entity against a liabi
169、lity incurred by the auditor.During the financial year,the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for lea
170、ve to bring proceedings on behalf of the company,or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.Non-audit services Details of the amounts paid or payable to the auditor for non-
171、audit services provided during the financial year by the auditor are outlined below:Taxation Services$35,000 General Advice$1,000 The directors are satisfied that the provision of non-audit services during the financial year,by the auditor(or by another person or firm on the auditors behalf),is comp
172、atible with the general standard of independence for auditors imposed by the Corporations Act 2001.The directors are of the opinion that the services as disclosed in note 27 to the financial statements do not compromise the external auditors independence requirements of the Corporations Act 2001 for
173、 the following reasons:all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor;and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Profession
174、al Accountants issued by the Accounting Professional and Ethical Standards Board,including reviewing or auditing the auditors own work,acting in a management or decision-making capacity for the company,acting as advocate for the company or jointly sharing economic risks and rewards.Auditors independ
175、ence declaration A copy of the auditors independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors report.Auditor Bishop Collins Audit Pty Limited continues in office in accordance with section 327 of the Corporations Act 2001.30F
176、or personal use onlyFor personal use only31Olivers Real Food Limited Directors report 30 June 2020 This report is made in accordance with a resolution of directors,pursuant to section 298(2)(a)of the Corporations Act 2001.On behalf of the directors _ Jason Gunn Chairman 30 September 2020 OLIVERS REA
177、L FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use only32For personal use onlyFor personal use only33Olivers Real Food Limited Contents 30 June 2020 Statement of profit or loss and other comprehensive income 18 Statement of financial position 19 Statement of changes in equity 20 S
178、tatement of cash flows 21 Notes to the financial statements 22 Directors declaration 65 Independent auditors report to the members of Olivers Real Food Limited 66 Shareholder information 68 General information The financial statements cover Olivers Real Food Limited as a Group consisting of Olivers
179、Real Food Limited and the entities it controlled at the end of,or during,the year.The financial statements are presented in Australian dollars,which is Olivers Real Food Limiteds functional and presentation currency.Olivers Real Food Limited is a listed public company limited by shares,incorporated
180、and domiciled in Australia.Its registered office and principal place of business is:10 Amsterdam Circuit Wyong NSW 2259 Australia (02)4353 8055 .au A description of the nature of the Groups operations and its principal activities are included in the directors report,which is not part of the financia
181、l statements.The financial statements were authorised for issue,in accordance with a resolution of directors,on 30 September 2020.The directors have the power to amend and reissue the financial statements.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Re
182、al Food Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2020 Consolidated Note 2020 2019$The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes Revenue 5 28,539,653 34,973,123 Other
183、income 6 3,232,644 77,495 Total revenue 31,772,297 35,050,618 Expenses Raw materials and consumables used (8,516,919)(9,279,135)Employee benefits expense (17,285,423)(19,306,111)Depreciation and amortisation expense (5,753,681)(2,451,627)Impairment of assets (10,234,134)(6,557,872)Misappropriation o
184、f Cash (175,000)-Loss on disposal of assets (140,673)(573,836)Administration expenses (3,656,886)(5,436,117)Other expenses (3,516)(12,233)Finance costs (1,358,742)(225,859)Occupancy (2,063,357)(6,961,417)Total expenses (49,188,331)(50,804,207)Loss before income tax(expense)/benefit (17,416,034)(15,7
185、53,589)Income tax(expense)/benefit 7 (90,335)92,088 Loss after income tax(expense)/benefit for the year attributable to the owners of Olivers Real Food Limited (17,506,369)(15,661,501)Other comprehensive income for the year,net of tax -Total comprehensive income for the year attributable to the owne
186、rs of Olivers Real Food Limited (17,506,369)(15,661,501)Cents Cents Basic loss per share 37 (6.47)(6.25)Diluted loss per share 37 (6.47)(6.25)34For personal use onlyFor personal use only35Olivers Real Food Limited Statement of financial position As at 30 June 2020 Consolidated Note 2020 2019$The abo
187、ve statement of financial position should be read in conjunction with the accompanying notes Assets Current assets Cash and cash equivalents 8 958,303 1,042,598 Trade and other receivables 9 979,176 171,920 Inventories 10 1,291,248 1,642,306 Other 12 277,238 253,821 Total current assets 3,505,965 3,
188、110,645 Non-current assets Other financial assets 13 288,095 286,700 Property,plant and equipment 14 6,132,097 10,321,376 Right-of-use assets 11 20,330,195 -Intangibles 15 2,635,769 6,097,701 Other 12 124,005 167,132 Total non-current assets 29,510,161 16,872,909 Total assets 33,016,126 19,983,554 L
189、iabilities Current liabilities Trade and other payables 16 5,890,117 4,508,070 Borrowings 17 1,512,355 1,471,193 Lease liabilities 18 3,572,852 -Employee benefits 19 681,504 503,864 Other liabilities 21 102,719 597,881 Total current liabilities 11,759,547 7,081,008 Non-current liabilities Borrowings
190、 17 875,000 1,029,240 Lease liabilities 18 24,069,582 -Employee benefits 19 85,102 -Provisions 20 510,896 282,332 Total non-current liabilities 25,540,580 1,311,572 Total liabilities 37,300,127 8,392,580 Net assets/(liabilities)(4,284,001)11,590,974 Equity Issued capital 22 31,361,382 29,810,861 Res
191、erves 23 173,046 293,724 Accumulated losses (35,818,429)(18,513,611)Total equity/(deficiency)(4,284,001)11,590,974 OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Statement of changes in equity For the year ended 30 June 2020 The above s
192、tatement of changes in equity should be read in conjunction with the accompanying notes Issued Accumulated Total equity capital Reserves losses Consolidated$Balance at 1 July 2018 26,149,248 275,128 (2,722,374)23,702,002 Adjustment for change in accounting policy(note 3)-(129,736)(129,736)Balance at
193、 1 July 2018-restated 26,149,248 275,128 (2,852,110)23,572,266 Loss after income tax benefit for the year -(15,661,501)(15,661,501)Other comprehensive income for the year,net of tax -Total comprehensive income for the year -(15,661,501)(15,661,501)Transactions with owners in their capacity as owners
194、:Contributions of equity,net of transaction costs(note 21)3,661,613 -3,661,613 Share-based payments(note 38)-18,596 -18,596 Balance at 30 June 2019 29,810,861 293,724 (18,513,611)11,590,974 Issued Accumulated Total deficiency in equity capital Reserves losses Consolidated$Balance at 1 July 2019 29,8
195、10,861 293,724 (18,513,611)11,590,974 Loss after income tax expense for the year -(17,506,369)(17,506,369)Other comprehensive income for the year,net of tax -Total comprehensive income for the year -(17,506,369)(17,506,369)Transactions with owners in their capacity as owners:Share-based payments(not
196、e 38)-1,191,394 -1,191,394 Payments for share options 440,000 -440,000 Transfer on exercise of options 1,110,521 (1,110,521)-Cancelled expired share options -(201,551)201,551 -Balance at 30 June 2020 31,361,382 173,046 (35,818,429)(4,284,001)36For personal use onlyFor personal use only37Olivers Real
197、 Food Limited Statement of cash flows For the year ended 30 June 2020 Consolidated Note 2020 2019$The above statement of cash flows should be read in conjunction with the accompanying notes Cash flows from operating activities Receipts from customers(inclusive of GST)30,986,163 35,293,852 Payments t
198、o suppliers(inclusive of GST)(32,014,120)(38,715,091)(1,027,957)(3,421,239)Interest received 4,197 8,079 Other income 231,049 -Interest and other finance costs paid (1,086,133)(176,750)Government Grants and Subsidies 1,276,000 -License fee income received(inclusive of GST)550,000 -Income taxes paid
199、-(211,169)Net cash used in operating activities 34 (52,844)(3,801,079)Cash flows from investing activities Payments for property,plant and equipment 13 (189,182)(2,004,283)Payments for intangible assets 14 (40,866)(139,000)Proceeds from disposal of property,plant and equipment 227,500 787,000 Net ca
200、sh used in investing activities (2,548)(1,356,283)Cash flows from financing activities Proceeds from issue of shares 21 440,000 4,045,000 Proceeds from borrowings 710,849 125,000 Share issue transaction costs -(382,000)Repayments of finance leases (1,618,032)-Repayment of borrowings (63,226)(447,000
201、)Net cash from/(used in)financing activities (530,409)3,341,000 Net decrease in cash and cash equivalents (585,801)(1,816,362)Cash and cash equivalents at the beginning of the financial year 1,042,598 2,858,960 Cash and cash equivalents at the end of the financial year 7 456,797 1,042,598 OLIVERS RE
202、AL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies Basis of preparation These general-purpose financial statements have been prepared in accordance with Australian
203、Accounting Standards and Interpretations issued by the Australian Accounting Standards Board(AASB)and the Corporations Act 2001,as appropriate for for-profit oriented entities.These financial statements also comply with International Financial Reporting Standards as issued by the International Accou
204、nting Standards Board(IASB).New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board(AASB)that are mandatory for the current reporting period.The follow
205、ing new or amended accounting standards have been adopted by the Company:AASB 2020-4 Amendments to Australian Accounting Standards COVID 19-19-Related Rent Concessions As a result of the coronavirus(COVID 19-19)pandemic,rent concessions have been granted to lessees.The AASB issued amendments outlini
206、ng an optional practical expedient where lessees benefiting from these rent concessions may account for them as variable lease payments in the periods in which they are granted.This Standard applies to annual periods beginning on or after 1 June 2020 and is available for early adoption to annual per
207、iods beginning before 1 June 2020.The Company have early adopted this standard and in line with the practical expedient accounted for all rent concessions as variable lease payments in the periods in which they are granted.The Company have recognised an income of$495,841 in the statement of profit o
208、r loss and other comprehensive income reflecting the changes in lease payments that have arisen from rent concessions to which the Company has applied the practical expedient.The following new or amended accounting standards have not been adopted by the Company:AASB 2018-7-Amendments to Australian A
209、ccounting Standards Definition of Material The AASB has made amendments to AASB 101 Presentation of Financial Statements and AASB 108 Accounting Policies,Changes in Accounting Estimates and Errors and consequential amendments to other Australian Accounting Standards(AAS)which:i)use a consistent defi
210、nition of materiality throughout AAS and the Conceptual Framework for Financial Reporting;ii)clarify when information is material;and iii)incorporate some of the guidance in AASB 101 about immaterial information.These amendments are applicable to annual reporting periods beginning on or after 1 Janu
211、ary 2020.The adoption of these amendments is not expected to significantly impact the disclosures in the financial report of the Company.AASB 2020-1-Classification of liabilities as current or non-current The AASB issued a narrow-scope amendment to AASB 101 Presentation of Financial Statements to cl
212、arify that liabilities are classified as either current or non-current,depending on the rights that exist at the end of the reporting period.This amendment is applicable to annual reporting periods beginning on or after 1 January 2022.The adoption of this amendment will not impact classification of
213、liabilities of the Company.The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.The following Accounting Standards and Interpretations are most relevant to the Group:AASB 16 Leases Adjustments recogni
214、sed on adoption of AASB 16 On adoption of AASB 16,the Company recognised lease liabilities in relation to leases which had previously been classified as operating leases under the principles of AASB117 Leases.These liabilities were measured at the present value of the remaining lease payments,discou
215、nted using the lessees incremental borrowing rate as of 1 July 2019.The weighted average lessees incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 3.69%For leases previously classified as finance leases the Company recognised the carrying amount of the lease asset and le
216、ase liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application.The measurement principles of AASB 16 are only applied after that date.The re-measurements to the lease liabilities were recognised as adjustments t
217、o the related right-of-use assets immediately after the date of initial application.38For personal use onlyFor personal use only39Olivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Consolidated 2019$Operating lease commitments di
218、sclosed as at 30 June 2019 32,931,758 Re-statement of prior year commitments balance due to error in computation (1,590,678)Restated operating lease commitments as at 30 June 2019 31,341,080 Discounted using the lessees incremental borrowing rate at the date of initial application 26,174,769 Add:fin
219、ance lease liabilities recognised as at 30 June 2019 891,160 Add/less:adjustments as a result of a different treatment of extension and termination options 6,982,906 Lease liability recognised as at 1 July 2019 34,048,835 Current lease liabilities 2,809,783 Non-current lease liabilities 31,239,052 T
220、he associated right-of-use assets for property leases were measured at the amount equal to the lease liability,adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 30 June 2019.There were no onerous lease contracts that would ha
221、ve required an adjustment to the right-of-use assets at the date of initial application.Consolidated 2020 2019$Properties 29,076,156 32,845,475 Motor vehicles 743,931 788,630 29,820,087 33,634,105 The change in accounting policy affected the following items in the balance sheet on 1 July 2019:motor
222、vehicles decrease by$788,630 right-of-use assets increase by$33,157,676 prepayments decrease by$114,476 borrowings decrease by$891,160 other financial liabilities(non-current)decrease by$426,677 lease liabilities increase by$34,048,835 The net impact on retained earnings on 1 July 2019 was Nil.Impac
223、t on segment disclosures and earnings per share:Adjusted EBITDA,segment assets and segment liabilities for June 2020 all increased as a result of the change in accounting policy.Lease liabilities are now included in segment liabilities,whereas finance lease liabilities were previously excluded from
224、segment liabilities.The following segments were affected by the change in policy:AdjustedEBITDA Segment assets Segment liabilities$Quick Service Restaurant(QSR)segment -47,979,215 39,119,778 OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limite
225、d Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)ii)Practical expedients applied In applying AASB 16 for the first time,the Company has used the following practical expedients permitted by the standard:the use of a single discount rate to a portfolio
226、of leases with reasonably similar characteristics reliance on previous assessments on whether leases are onerous the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application,and the use of hindsight in determining the lease term where the con
227、tract contains options to extend or terminate the lease.The Company has also elected not to reassess whether a contract is,or contains a lease at the date of initial application.Instead,for contracts entered into before the transition date the Company relied on its assessment made applying AASB 117
228、and Interpretation 4 Determining whether an Arrangement contains a Lease.(b)The Companys leasing activities and how these are accounted for The Company leases various offices,warehouses,retail stores and motor vehicles.Rental contracts are typically made for fixed periods of 5 to 15 years but may ha
229、ve extension options as described below.Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.The lease agreements do not impose any covenants,but leased assets may not be used as security for borrowing purposes.Until the 2019 financial year,lea
230、ses of property,plant and equipment were classified as either finance or operating leases.Payments made under operating leases(net of any incentives received from the lessor)were charged to profit or loss on a straight-line basis over the period of the lease.From 1 July 2019,leases are recognised as
231、 a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company.Each lease payment is allocated between the liability and finance cost.The finance cost is charged to profit or loss over the lease period so as to produce a constant periodi
232、c rate of interest on the remaining balance of the liability for each period.The right-of-use asset is depreciated over the shorter of the assets useful life and the lease term on a straight-line basis.Assets and liabilities arising from a lease are initially measured on a present value basis.Lease
233、liabilities include the net present value of the following lease payments:fixed payments(including in-substance fixed payments),less any lease incentives receivable variable lease payment that are based on an index or a rate amounts expected to be payable by the lessee under residual value guarantee
234、s the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,and payments of penalties for terminating the lease,if the lease term reflects the lessee exercising that option.The lease payments are discounted using the interest rate implicit in the lease.If th
235、at rate cannot be determined,the lessees incremental borrowing rate is used,being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.Right-of-use assets are measured at cost
236、comprising the following:the amount of the initial measurement of lease liability any lease payments made at or before the commencement date less any lease incentives received any initial direct costs,and restoration costs.(i)Variable lease payments Estimation uncertainty arising from variable lease
237、 payments.40For personal use onlyFor personal use only41Olivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Some property leases contain variable payment terms that are linked to sales generated from a store.Due to thresholds for
238、variable payments not being exceeded,there are currently no lease payments that are on the basis of variable payment terms.Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs.A 5%increase in sales acro
239、ss all stores in the Company with such variable lease contracts would increase total lease payments by approximately NIL%.All impacted stores are currently trading under the variable rent threshold.Going concern The financial statements have also been prepared on a going concern basis,which contempl
240、ates continuity of normal business activities and the realisation of assets and the discharge of liabilities in the normal course of business.As disclosed in the Preliminary Financial Results,the Group has experienced operating losses of$17,506,369(after taking into account$10,234,134 in impairment
241、charges and$1,191,394 in the value of Directors Options)with cash flows used by operating activities of($52,844).As at 30 June 2020,the consolidated statement of financial position reflected an excess of current liabilities over current assets of$8,253,582.These factors,indicate a material uncertain
242、ty which may cast significant doubt as to whether the Company will continue as a going concern,and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts in the financial report.However,the directors believe that the Group will
243、 be able to continue as a going concern,after consideration of the following factors:The Company has since committed to a$5.0m term loan facility,repayable in 36 months.The terms of this facility comprise an interest rate of 10.5%p.a.,and the repayment of the current CBA facility(Balance of$950k as
244、at the date of this report).The Company is also required to enter into a Warrant Deed granting the holder the option to subscribe for shares over two tranches,the first being for 37,500,000 shares and the second for a further 10,000,000 shares at a warrant exercise price of$0.12 per share.There are
245、also financial covenants stating the minimum cash balance as at 30 September 2020 and 31 December 2020 must be greater than$2,500,000,as at 31 March 2021 and 30 June 2021 and as at 30 September 2021$2,000,000,and as at 31 December 2021$1,500,000 and remaining at that level thereafter whilst the faci
246、lity is in place.A default interest rate of 15%will apply in the event the Company triggers a default event.Cash flow forecast prepared by management demonstrate the Companys on-going ability to generate a positive cash inflow from operating activities.As a result of COVID 19,and the impact on the t
247、rading revenue,management have worked closely with the Groups creditors to ensure continuity of supply,and where necessary have agreed to short term payment plans.Additionally,management have endeavoured to use team members who qualify for the JobKeeper subsidy wherever possible,to ensure a minimum
248、of staff costs over and above what has been recovered through the subsidy The future impact of COVID 19 leaves some uncertainty in relation to cash projections and trading results and the ongoing ability for the Company to meet its obligations and the covenants contained in the PURE Asset Management
249、 Facility.The Board and Management are reviewing the current product range and have identified a number of new products that will enhance the offer,while still retaining the integrity of the Olivers ethos.Historical cost convention The financial statements have been prepared under the historical cos
250、t convention,except for,where applicable,the revaluation of financial assets and liabilities at fair value through profit or loss,financial assets at fair value through other comprehensive income,investment properties,certain classes of property,plant and equipment and derivative financial instrumen
251、ts.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Critical accounting estimates The preparation of the financial statements requires the use
252、 of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Groups accounting policies.The areas involving a higher degree of judgement or complexity,or areas where assumptions and estimates are significant to the financial statement
253、s,are disclosed in note 2.Parent entity information In accordance with the Corporations Act 2001,these financial statements present the results of the Group only.Supplementary information about the parent entity is disclosed in note 32.Principles of consolidation The consolidated financial statement
254、s incorporate the assets and liabilities of all subsidiaries of Olivers Real Food Limited(company or parent entity)as at 30 June 2020 and the results of all subsidiaries for the year then ended.Olivers Real Food Limited and its subsidiaries together are referred to in these financial statements as t
255、he Group.Subsidiaries are all those entities over which the Group has control.The Group controls an entity when the Group is exposed to,or has rights to,variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the
256、 entity.Subsidiaries are fully consolidated from the date on which control is transferred to the Group.They are de-consolidated from the date that control ceases.Intercompany transactions,balances and unrealised gains on transactions between entities in the Group are eliminated.Unrealised losses are
257、 also eliminated unless the transaction provides evidence of the impairment of the asset transferred.Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.The acquisition of subsidiaries is accounted for using the acquisiti
258、on method of accounting.A change in ownership interest,without the loss of control,is accounted for as an equity transaction,where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributab
259、le to the parent.Where the Group loses control over a subsidiary,it derecognises the assets including goodwill,liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity.The Group recognises the fair value of the consideration
260、 received and the fair value of any investment retained together with any gain or loss in profit or loss.Operating segments Operating segments are presented using the management approach,where the information presented is on the same basis as the internal reports provided to the Chief Operating Deci
261、sion Makers(CODM).The CODM is responsible for the allocation of resources to operating segments and assessing their performance.Revenue recognition The Group recognises revenue as follows:Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to whic
262、h the Group is expected to be entitled in exchange for transferring goods or services to a customer.For each contract with a customer,the Group:identifies the contract with a customer;identifies the performance obligations in the contract;determines the transaction price which takes into account est
263、imates of variable consideration and the time value of money;allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered;and recognises revenue when or as each performance obligation i
264、s satisfied in a manner that depicts the transfer to the customer of the goods or services promised.42For personal use onlyFor personal use only43Olivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Variable consideration within th
265、e transaction price,if any,reflects concessions provided to the customer such as discounts,rebates and refunds,any potential bonuses receivable from the customer and any other contingent events.Such estimates are determined using either the expected value or most likely amount method.The measurement
266、 of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.The measurement constraint continues until the uncertainty asso
267、ciated with the variable consideration is subsequently resolved.Amounts received that are subject to the constraining principle are recognised as a refund liability.Sale of goods Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods,which is
268、 generally at the time of delivery.Interest Interest revenue is recognised as interest accrues using the effective interest method.This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,whi
269、ch is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.Other revenue Other revenue is recognised when it is received or when the right to receive payment is established.The carrying amoun
270、t of recognised and unrecognised deferred tax assets are reviewed at each reporting date.Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered.Previously unrecognised deferred tax a
271、ssets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification.An asset is c
272、lassified as current when:it is either expected to be realised or intended to be sold or consumed in the Groups normal operating cycle;it is held primarily for the purpose of trading;it is expected to be realised within 12 months after the reporting period;or the asset is cash or cash equivalent unl
273、ess restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.All other assets are classified as non-current.A liability is classified as current when:it is either expected to be settled in the Groups normal operating cycle;it is held primarily f
274、or the purpose of trading;it is due to be settled within 12 months after the reporting period;or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.All other liabilities are classified as non-current.Deferred tax assets and liab
275、ilities are always classified as non-current.Cash and cash equivalents Cash and cash equivalents include cash on hand,deposits held at call with financial institutions,other short-term,highly liquid investments with original maturities of three months or less that are readily convertible to known am
276、ounts of cash and which are subject to an insignificant risk of changes in value.For the statement of cash flows presentation purposes,cash and cash equivalents also includes bank overdrafts,which are shown within borrowings in current liabilities on the statement of financial position.Trade and oth
277、er receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method,less any allowance for expected credit losses.Trade receivables are generally due for settlement within 30 days.The Group has applied the simplified
278、 approach to measuring expected credit losses,which uses a lifetime expected loss allowance.To measure the expected credit losses,trade receivables have been grouped based on days overdue.Other receivables are recognised at amortised cost,less any allowance for expected credit losses.OLIVERS REAL FO
279、OD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Inventories Stock in transit is stated at the lower of cost and net realisable value.Cost comprises of purch
280、ase and delivery costs,net of rebates and discounts received or receivable.Stock on hand is stated at the lower of cost and net realisable value.Cost comprises of purchase and delivery costs,net of rebates and discounts received or receivable.Net realisable value is the estimated selling price in th
281、e ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.Investments and other financial assets Investments and other financial assets are initially measured at fair value.Transaction costs are included as part of the initial measurement
282、,except for financial assets at fair value through profit or loss.Such assets are subsequently measured at either amortised cost or fair value depending on their classification.Classification is determined based on both the business model within which such assets are held and the contractual cash fl
283、ow characteristics of the financial asset unless an accounting mismatch is being avoided.Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.When there is no r
284、easonable expectation of recovering part or all of a financial asset,its carrying value is written off.Financial assets at amortised cost A financial asset is measured at amortised cost only if both of the following conditions are met:(i)it is held within a business model whose objective is to hold
285、assets in order to collect contractual cash flows;and(ii)the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.Impairment of financial assets The Group recognises a loss allowance for expected credit losses on financial asset
286、s which are either measured at amortised cost or fair value through other comprehensive income.The measurement of the loss allowance depends upon the Groups assessment at the end of each reporting period as to whether the financial instruments credit risk has increased significantly since initial re
287、cognition,based on reasonable and supportable information that is available,without undue cost or effort to obtain.Where there has not been a significant increase in exposure to credit risk since initial recognition,a 12-month expected credit loss allowance is estimated.This represents a portion of
288、the assets lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months.Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly,the loss allowance is based on the assets lifetime e
289、xpected credit losses.The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.For financial assets mandatorily measured at fair v
290、alue through other comprehensive income,the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss.In all other cases,the loss allowance reduces the assets carrying value with a corresponding expense through profit or loss.Property,plant and eq
291、uipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment.Historical cost includes expenditure that is directly attributable to the acquisition of the items.Depreciation is calculated on a straight-line basis to write off the net cost of each item of prope
292、rty,plant and equipment(excluding land)over their expected useful lives as follows:Buildings 40 years Leasehold improvements 3-15 years Plant and equipment 3-7 years Plant and Equipment under lease 2-5 years The residual values,useful lives and depreciation methods are reviewed,and adjusted if appro
293、priate,at each reporting date.44For personal use onlyFor personal use only45Olivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful
294、life of the assets,whichever is shorter.An item of property,plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group.Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.Right-of-use assets A right-of-use
295、 asset is recognised at the commencement date of a lease.The right-of-use asset is measured at cost,which comprises the initial amount of the lease liability,adjusted for,as applicable,any lease payments made at or before the commencement date net of any lease incentives received,any initial direct
296、costs incurred,and,except where included in the cost of inventories,an estimate of costs expected to be incurred for dismantling and removing the underlying asset,and restoring the site or asset.Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or th
297、e estimated useful life of the asset,whichever is the shorter.Where the Group expects to obtain ownership of the leased asset at the end of the lease term,the depreciation is over its estimated useful life.Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabi
298、lities.The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets.Lease payments on these assets are expensed to profit or loss as incurred.Intangible assets Intangible assets acqu
299、ired as part of a business combination,other than goodwill,are initially measured at their fair value at the date of the acquisition.Intangible assets acquired separately are initially recognised at cost.Indefinite life intangible assets are not amortised and are subsequently measured at cost less a
300、ny impairment.Finite life intangible assets are subsequently measured at cost less amortisation and any impairment.The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount
301、 of the intangible asset.The method and useful lives of finite life intangible assets are reviewed annually.Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.Goodwill Goodwill arises on the acquisition of a bus
302、iness.Goodwill is not amortised.Instead,goodwill is tested annually for impairment,or more frequently if events or changes in circumstances indicate that it might be impaired,and is carried at cost less accumulated impairment losses.Impairment losses on goodwill are taken to profit or loss and are n
303、ot subsequently reversed.Intellectual property Significant costs associated with intellectual property are deferred and amortised on a straight-line basis over the period of their expected benefit,being their finite life of 10 years.Patents and trademarks Significant costs associated with patents an
304、d trademarks are deferred and amortised on a straight-line basis over the period of their expected benefit,being their finite life of 10 years.Software Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit,being their
305、 finite life of 5 years.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Impairment of Assets Goodwill and other intangible assets that have a
306、n indefinite useful life are not subject to amortisation and are tested annually for impairment,or more frequently if events or changes in circumstances indicate that they might be impaired.Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate th
307、at the carrying amount may not be recoverable.An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount.Recoverable amount is the higher of an assets fair value less costs of disposal and value-in-use.The value-in-use is the present value of t
308、he estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs.Assets that do not have independent cash flows are grouped together to form a cash-generating unit.Impairment of non-financial assets Intangible
309、 assets acquired as part of a business combination,other than goodwill,are initially measured at their fair value at the date of the acquisition.Intangible assets acquired separately are initially recognised at cost.Indefinite life intangible assets are not amortised and are subsequently measured at
310、 cost less any impairment.Finite life intangible assets are subsequently measured at cost less amortisation and any impairment.The gains or losses recognised in profit or loss arising from the de-recognition of intangible assets are measured as the difference between net disposal proceeds and the ca
311、rrying amount of the intangible asset.The method and useful lives of finite life intangible assets are reviewed annually.Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.Refer to Note 25 for further detail.Tra
312、de and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid.Due to their short-term nature they are measured at amortised cost and are not discounted.The amounts are unsecured and are usually paid
313、within 30 days of recognition.Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received,net of transaction costs.They are subsequently measured at amortised cost using the effective interest method.Lease liabilities A lease liability is recognised at th
314、e commencement date of a lease.The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease,discounted using the interest rate implicit in the lease or,if that rate cannot be readily determined,the Groups incremental borrowing rate.Leas
315、e payments comprise of fixed payments less any lease incentives receivable,variable lease payments that depend on an index or a rate,amounts expected to be paid under residual value guarantees,exercise price of a purchase option when the exercise of the option is reasonably certain to occur,and any
316、anticipated termination penalties.The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.Lease liabilities are measured at amortised cost using the effective interest method.The carrying amounts are remeasured if there is a change i
317、n the following:future lease payments arising from a change in an index or a rate used;residual guarantee;lease term;certainty of a purchase option and termination penalties.When a lease liability is remeasured,an adjustment is made to the corresponding right-of use asset,or to profit or loss if the
318、 carrying amount of the right-of-use asset is fully written down.Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset.All other finance costs are expensed in the period in which they are incurred.46For personal use onlyFor personal use only47Olivers Real
319、 Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)Provisions Provisions are recognised when the Group has a present(legal or constructive)obligation as a result of a past event,it is probable the Group will be required to settle the obligat
320、ion,and a reliable estimate can be made of the amount of the obligation.The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date,taking into account the risks and uncertainties surrounding the obligation.If the tim
321、e value of money is material,provisions are discounted using a current pre-tax rate specific to the liability.The increase in the provision resulting from the passage of time is recognised as a finance cost.Employee benefits Short-term employee benefits Liabilities for wages and salaries,including n
322、on-monetary benefits,annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.Other long-term employee benefits The liability for annual leave and long service leave not e
323、xpected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method.Consideration is given to expected future wage and salary
324、 levels,experience of employee departures and periods of service.Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match,as closely as possible,the estimated future cash outflows.Share-based paym
325、ents Equity-settled and cash-settled share-based compensation benefits are provided to employees.Equity-settled transactions are awards of shares,or options over shares,that are provided to employees in exchange for the rendering of services.Cash-settled transactions are awards of cash for the excha
326、nge of services,where the amount of cash is determined by reference to the share price.The cost of equity-settled transactions are measured at fair value on grant date.Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price,the t
327、erm of the option,the impact of dilution,the share price at grant date and expected price volatility of the underlying share,the expected dividend yield and the risk free interest rate for the term of the option,together with non-vesting conditions that do not determine whether the Group receives th
328、e services that entitle the employees to receive payment.No account is taken of any other vesting conditions.The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period.The cumulative charge to profit or loss is calculated base
329、d on the grant date fair value of the award,the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period.The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognise
330、d in previous periods.The cost of cash-settled transactions is initially,and at each reporting date until vested,determined by applying either the Binomial or Black-Scholes option pricing model,taking into consideration the terms and conditions on which the award was granted.The cumulative charge to
331、 profit or loss until settlement of the liability is calculated as follows:during the vesting period,the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.from the end of the vesting period until settlement of the awa
332、rd,the liability is the full fair value of the liability at the reporting date.All changes in the liability are recognised in profit or loss.The ultimate cost of cash-settled transactions is the cash paid to settle the liability.Market conditions are taken into consideration in determining fair valu
333、e.Therefore,any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met,provided all other conditions are satisfied.OLIVERS REAL FOOD LIMITED2020 ANNUAL REPORTFor personal use onlyFor personal use onlyOlivers Real Food Limited Notes to the financial statements 30 June 2020 Note 1.Significant accounting policies(continued)If equit
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共49套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
