RNS Number : 7881V
MySale Group PLC
05 December 2019
 

MySale Group Plc

Preliminary results for the financial year to 30 June 2019

 

Opportunities ahead for reorganised and recapitalised business

 

MySale Group plc (AIM: MYSL) ('the "Group''), the leading international online retailer, is pleased to announce its audited preliminary results for the year to 30 June 2019.

 

Commenting on the results, Carl Jackson, Chief Executive Officer; said:

 

"It has been a difficult year for MySale during which we faced a series of significant challenges which resulted in a disappointing financial performance for the Group. We have now implemented the necessary changes to rebuild from a strengthened platform.

 

"Crucially, we have simplified our business model and made major changes that have allowed us to accelerate our 'ANZ First' strategy, not least by exiting a number of territories where we previously operated. We have also taken steps to accelerate the business towards an Inventory Light Marketplace Platform, which provides a compelling sales channel for our domestic and international brand partners, particularly through its counter-seasonal and clearance solutions.

 

"With a new organisational structure, an improved business model and operating on a debt free basis, the Group is now primed to deliver value moving forwards."

 

Year to 30 June (A$ million)

FY19

FY18

restated

Before Exceptional Items1

 

 

Revenue

208.6

292.2

Gross Profit

38.2

83.7

Gross Margin

18.3%

28.6%

Underlying EBITDA1

(18.8)

9.7

Underlying basic earnings per share (cents)

(12.21)

6.30

(Loss)/profit before tax before exceptional items

(26.3)

2.9

 

 

 

Statutory2

 

 

Revenue

208.6

292.2

Gross Profit

18.6

83.7

Gross Margin

8.9%

28.6%

EBITDA

(50.8)

3.1

Reported loss before tax

(58.2)

(3.7)

Basic (loss)/earnings per share (cents)

(44.92)

(0.95)

 

Offering unique solutions for our brand partners

 

"Retail Convergence has been working with MySale since 2017. They provide us with a seamless solution, via their marketplace platform, to sell into Australia, New Zealand and SE Asia allowing us to maximize the counter seasonal opportunities by accessing their large off-price ANZ customer base." - Retail Convergence Inc.

 

Decisive actions taken

 

·      Developed and commenced the execution of the ANZ First Strategy

·      Pivoted the business to an Inventory Light Marketplace Platform that is counter seasonal to the Northern hemisphere and attractive to many brands

·      Relocation of all own-buy (1P) inventory to Australia accelerating the exit of own-buy inventory.

·      After a detailed review of the remaining own-buy and outlet stock, A$18.9 million of write-downs and provisions have been included as an exceptional item in the accounts

·      Disposal of UK websites and closure of warehouse and London office

·      Closure of the US warehouse and office

·      Restructured our international supply chain, simplifying processes providing suppliers with low cost solutions

·      Reduction in headcount to 176 Full Time Equivalents ('FTEs') at 30 Sep 2019 (FY18: 393 at 30 Jun 2018)

·      The wholesale business receivables still remaining at the end of FY19 were reviewed and an A$6.8 million impairment has been included as an exceptional item in the accounts

 

Technology highlights

 

·      Delivered benefits following investment in FY17 and FY18 in the accelerated market-place platform allowing for reduced overall investment in FY19 to A$4.9 million, with future reductions expected in FY20

·      New features to accelerate supplier on-boarding, including supplier self-service functionality

·      Capturing more data about our customers and insights from our suppliers providing an improved search and recommendation experience

·      Mobile now sits at the heart of customer interactions, representing 65% of orders in FY19

 

Post financial year end

 

·      Raised A$23.3 million to repay and restructure existing bank facilities, leaving the Group cash positive and debt free in September 2019

·      The Group now operates a negative working capital model through an inventory light strategy

·      Closure of The Philippines and Thailand websites

·      Increased the number of suppliers by 44% in Q1 FY20

·      Two new highly experienced independent non-executive directors added to the board

Outlook

·      Exit from the UK business, along with the full deployment of our technology platform, will bring significant cost savings and cash levels will grow as we exit own-buy (1P) inventory

·      Good progress made since completion of the strategic review

·     

 

1Due to the large restructuring the business went through in FY19 management believe the best way for a reader of the accounts to understand the position of the business is for the profit and loss statement to be shown before exceptional items and not on a statutory basis.

 

2Underlying: is the Group's EBITDA, profit after tax expense or earnings per share calculated having excluded certain expenditure of a one-off, non-trading or non-cash nature in order to allow clearer understanding of the underlying performance of the year. Full details are contained within Note 7 to the financial statements. EBITDA: earnings before interest, taxation, depreciation and amortisation.

Enquiries:

 

MySale Group plc

 

Carl Jackson, Chief Executive Officer

+61 (0) 414 817 843

 

 

N+1 Singer (Nominated Adviser and Broker)

+44 (0) 20 7496 3000

Mark Taylor

Justin McKeegan

Carlo Spingardi

 

 

 

MHP Communications (Financial PR Adviser)

+44 (0) 20 3128 8570

Simon Hockridge

Giles Robinson

Pete Lambie

 

 

 

 

 

Chairman's statement

 

_____________________________

Charles Butler

Chairman

4 December 2019

 

 

 

Review of operations by the Chief Executive Officer

 

MySale experienced a difficult year resulting in a disappointing financial performance, however, it was also a year of significant change.We have simplified our business model and made major changes that allow us to accelerate the ANZ First Strategy underpinned by our Inventory Light Marketplace Platform.

The performance was primarily due to the disruption caused by the changes in GST in Australia amplified by the business being overly focused on expanding in the UK and increasing its investment in own-buy (1P) inventory. This is in contrast to the new ANZ First strategy which is centered around an Inventory Light Marketplace Platform for international and domestic brands.

 

In light of the factors outlined above, the Group saw declines in revenue, gross profit and gross margin. Given the significant costs in the year associated with restructuring the business, the Group changed the presentation of its financial statement of profit or loss and other comprehensive income to show these adjustments.

Year to 30 June (A$ million)

FY19

FY18

restated

 

 

 

Revenue

208.6

292.2

Gross Profit (before exceptional items)

38.2

83.7

Underlying EBITDA

(18.8)

9.7

 

 

 

Depreciation & amortisation

6.9

6.6

Interest

0.5

0.3

 

 

 

Cash impacts of exceptional items

0.6

(2.7)

Non cash exceptional items

(32.5)

(4.0)

 

 

 

(Loss)/profit before tax (before exceptional items)

(26.3)

2.9

 

 

 

Reported loss before tax

(58.2)

(3.7)

 

 

Following a significant period of change, we now have a focused Group with strong fundamental drivers:

 

·      782,000 active customers

·      12 websites

·      Database of 3.5m cumulative buyers

·      9m product units sold in the year

·      24.5m registered email subscribers

·      3.4 [average] orders per buyer

·      $304 annual revenue per active customer

·      9,700 cumulative brand partners

·      3.5m followers on social media

·      7.0m mobile app downloads, with 65% revenue from mobile

The restructuring commenced during FY19 and was completed post year end with a new equity placing of A$23.3 million, completed in September 2019, resulting in the Company being cash positive and debt free. As part of the restructuring process, the following initiatives were undertaken: 

 

·      Disposal of our UK websites and closure of the warehouse and London offices,

·      Closure of the US warehouse and office,

·      Fully exited the wholesale business, A$6.8 million impairment recognized in exceptional items,

·      Relocation of all the inventory to Australia allowing us to exit the own-buy (1P) inventory,

·      Detailed review of the remaining own-buy and outlet stock resulting in A$18.9 million of write-downs,

·      Closure of the Philippines and Thailand websites,

·      Significant reduction in headcount to 176 FTE's at 30 Sep 2019 (FY18: 393 at 30 Jun 2018) and reduction in the cost base,

·      Reduced Ourpay debtor book; and

·      Refocused and relocated the leadership team to Sydney.

 

has been a year of transition for the Group, however, despite the disruption the fundamentals of MySale are robust; the addressable markets in ANZ continue to represent substantial opportunities and we have a proprietary scalable platform that is set up for success and capable of delivering huge structural advantages. The priority is to focus the team and execute the ANZ First Strategy.

 

Cash and Working capital

The Group's net debt was A$17.5 million at the year-end (FY18: A$6.2 million). Subsequent to year end, all loans have been repaid following the share placement of A$23.3 million resulting in a net cash balance of A$6.8 million at 30 October 2019.

 

As a result of the Group exiting the wholesale business, selling down its own-buy (1P) inventory and operating on a substantially lower cost base it will now operate with negative working capital.

 

Going forward the Group has the right cost base, aligned to the new simplified business, to ensure future profitability, significantly reducing the Group's inventory risk.

 

Brands and Strategic Partnerships

We continue to be a leading off-price apparel and home online retail platform in ANZ, offering unique solutions for our brand partners. We are absolutely focused on the fashion and home categories, leveraging the counter seasonal opportunity. There is a significant market opportunity and we are ideally placed to provide Northern hemisphere brands access to the Southern hemisphere markets.

 

The retail landscape is continually evolving and brands are increasingly

 

Whilst the number of products has decreased on the platform as a result of us exiting own-buy (1P) inventory and restructuring the international supply chain, the immediate emphasis is on developing long term profitable brand partnerships and re-engaging with our international suppliers. We are already making significant progress on increasing the number of active brand partners using the platform which will drive substantial increases in the number of products available to customers.

 

The solutions we offer our international brand partners clearly differentiate us from our competitors. There are no other ANZ off-price online retailers providing the options we offer international brands to sell their off-price inventory into the region.

 

 

ANZ First Strategy

Our focus is for MySale to be the leading off-price apparel and home online retail platform in ANZ offering unique solutions for our brand partners. These solutions clearly differentiate us from most major retailers, which we see as a significant advantage and as being extremely difficult for others to replicate. Our new structure allows us to operate an Inventory Light Marketplace Platform offering a large selection and delivering great value to our customers every day through a combination of brand, fashion, price and quality.

 

We believe MySale is well placed to capitalise on the off-price opportunity and continued shift to online shopping.

 

We will continue to provide international brands the opportunity to sell excess inventory into the ANZ market. MySale is a low cost, highly efficient marketplace offering a wide selection and delivering great value, through a combination of brand, fashion, price and quality to our customers every day.

 

During the year, the Group's platform processed over 9 million units underlining the efficient processes and systems that the Group has in place to support brands and serve customers.

 

We are in a unique position, and we are not aware of other retailers in ANZ which can offer the off-price solutions we provide our partners:

 

·    Just in Time [JIT]: A unique solution, where our partners list their inventory on our platform and we provide a full warehouse and distribution service shipping direct to the customer.

 

·    Fulfilled by MySale [FBM]: Our partners store their product in our warehouse on consignment, the MySale team provide a full service including; planning, merchandising and dispatch to customer.

 

·    Dropship [DS]: Our partner list their inventory on the platform and ships directly to the customer.

 

We provide solutions to match our supplier needs including a full API integration directly or via our channel integration partners. We have worked with over 1,650 partners in the last 12 months.

 

"Retail Convergence has been working with MySale since 2017. They provide us with a seamless solution, via their marketplace platform, to sell into Australia, New Zealand and SE Asia allowing us to maximize the counter seasonal opportunities by accessing their large off-price ANZ customer base."

Retail Convergence Inc.

 

We have closed our UK and US warehouses and made excellent progress in restructuring our international supply chain, simplifying processes and providing our suppliers with flexible low cost direct shipment or cross docking solutions. Our international fixed costs have reduced and we will gain variable cost efficiencies as the business scales.

 

In Australia we are laying the foundations for reduced future capacity by relocating our distribution centre, allowing us to be more efficient and reduce distribution costs significantly in-line with our Inventory Light Marketplace Platform model.

 

We launched MySale Marketing Services which includes the commercialisation of the customer database, leveraging our supplier partnerships and increasing the revenue from "Select" - our proprietary delivery subscription product.

 

The progress we have made towards the new sustainable and profitable strategy means that there has been a significant reduction in the operational cost base, the benefits of which will impact the current financial year and beyond.

 

The team is absolutely focused on the strategy, which has been fully embraced by everyone.

 

The UK & South East Asia

The sale of the Group's UK assets (cocosa.co.uk) to Brand Alley for a cash consideration of A$2.7 million was completed on the 3rd May 2019 as part of the rationalisation programme which will increase the Group's focus on the ANZ markets. The Group has also significantly reduced its UK and US cost base with the disposal of its offices and warehouses and the offshoring of its back office buying and support functions.

 

Despite selling the UK website, the UK and US remain very important regions for sourcing product to sell on our platform. Looking forward, we will retain and grow our UK and US business development and account management teams and operate with 3rd party logistics partners.

 

We have been in SE Asia since 2010 and have always operated retail websites, leveraging ANZ's infastructure. We have now closed the Philipinnes and Thailand websites as they were unprofitable.

 

Although the SE Asia business currently has less scale than ANZ, the substantial addressable population, increasing disposable income, lack of off-price competition and high mobile penetration in the region provide significant further growth opportunity for the group given its strong value, branded sales offer and exceptional mobile commerce capability.

 

With increased investment from FY21 and beyond, we are confident that we are positioning SE Asia to capture a significant long term opportunity as we grow the active base and provide the local customer base access to US, UK and European Brands.

 

Technology Development

We are seeing the benefits of the accelerated technology investment in FY17 and FY18 and remain confident that it will improve MySale's revenue and profitability and result in growth in shareholder value over time.

 

We have reduced our overall investment in technology in FY19 to A$4.9 million (FY18: A$8.5 million) and will continue to reduce this investment in FY20 ensuring we focus it into high ROI initiatives. We have built a high performing, highly scalable platform designed for third party suppliers that we will be able to monetise more quickly than we have done in the past. Despite the reduction in investment we continue to make exceptional progress with a record number of platform releases, averaging over 1000 per month.

We will continue to prioritise the technology investment into three main areas: 

 

·      Acceleration of the supplier on boarding process and fully developing the self-managed solution;

·      Capturing more data about our customers and insights for our suppliers; and

·      Delivering the best and most relevant user experience.

 

In FY17 we launched our proprietary programme, 'Ourpay', a 'buy-now, pay-later' platform which allows customers easy budgeting and seamless integration with their shopping journey. This instalment payment option helps customers manage their finances and has been shown to increase both spend and shopping frequency. 'Ourpay' has proved popular with more than 194,000 customers using the product since its launch.

 

At its peak, 'Ourpay' captured 23% of orders absorbing A$5.4 million of working capital. As part of the strategic review we unwound the working capital and migrated a proportion of the existing 'Ourpay' customers onto other payment partners. We are currently offering 'Ourpay' to our existing customers and are still committed to the development of 'Ourpay' as the Group's proprietary buy-now, pay later platform. At the year end the receivables balance associated with 'Ourpay' was A$2.0 million which we anticipate will further reduce in H1 FY20.

 

We have built a platform capable of significant scale and moving forward we anticipate that our technology platform will be key to unlocking further operational efficiencies and reducing costs.

 

Outlook

 

MySale is well placed to capitalise on the off-price opportunity and the continued shift to online shopping will allow us to build on our solid foundations, scale and capability.

 

are fully prepared for the change in the NZ GST regulation from the 1st December. e expect revenues to be at a substantially lower level year on year as a result of exiting the UK business and selling down the own-buy (1P) inventory. We anticipate, however, that this, along with the full deployment of our technology platform, will bring significant cost savings and our cash levels will grow as we exit own-buy (1P) inventory.

 

I am pleased with the progress that we are making since the completion of the strategic review and the refocusing of the business. expects that underlying EBITDA and revenue for the year will be in line with management

Board of Directors

Jamie Jackson stepped down as Executive Vice Chairman in September. Jamie founded the business and has been instrumental in taking the business to where it is today. I would like to thank him for his contribution, and accomplishments, over a significant period.

 

Charles Butler, currently Interim non-executive Chairman, will become Chairman on a permanent basis on the signing of this report. Charles oversaw the recent share placing, debt restructuring and strategy repositioning and I am delighted that Charles will be taking on the role of permanent Chairman and will continue to chair the audit committee.

 

David Mortimer has indicated he will not offer himself for re-election at this year's AGM. We thank him for his contribution over the past five years.

 

We are delighted to welcome Dow Famulak and Wally Muhieddine as newly appointed Non-executive Directors. Dow was appointed on the 3 December 2019 and is a member of the audit and risk committee and will chair the remuneration committee. Wally was appointed on the 3 December 2019 and is a member of the remuneration Committee. We very much look forward to working with Dow and Wally as we as execute the ANZ First Strategy.

 

We are also committed to finding the right candidate to fill the CFO position and continues to conduct an extensive search process to fill this role.

 

These are very important appointments and show our determination to attract the best senior talent to support our business. We are also making changes to our management ensuring we strengthen the team with external talent as well as ensuring we fully utilise our ANZ resources.

 

I would like to thank the MySale team for all their hard work, energy and passion in what has been a challenging environment. They have been fantastic and the majority are now based in Australia and working more efficiently, quickly and collaboratively. We are keeping it very simple, doing what we know best at speed and with no distractions.

 

Finally, thank you to our customers, shareholders, suppliers and business partners for their ongoing support and engagement over the past 12 months and we look forward to working with you all in FY20.

_______________________

Carl Jackson

Chief Executive Officer

4 December 2019

 

Financial review by the Chief Executive Officer

 

During FY19 as part of the Group's restructuring, the business undertook a detailed review of stock levels and business processes. As part of this review management identified system and process errors that have required the prior year balances to be restated. Full details are contained with Note 4 to the financial statements. The restructuring of the business led to a large number of provisions and write-downs as well as a larger than normal number of one-off costs. This has led management to believe that the best way for a reader of the accounts to understand the position of the business is for the profit and loss statement to be split out into 3 columns for each financial year. The exceptional items are covered in more detail in Note 10 to the financial statements.

 

Revenue and Gross Profit

For the year ended 30 June 2019 Group revenue decreased by and gross profit decreased before exceptional items, by 54.3%, to

Operating Expenses

The operating expenses before exceptional items dropped to A$59.3 million (FY18: A$74.3 million) in the year. During the year the Group closed the UK and US operations that resulted in a reduction in total operating costs.

 

Profit/Loss before Tax

The loss before tax before exceptional items for the year is A$26.3 million (FY18: A$2.9 million profit). The reported loss before tax for the year is A$58.2 million (FY18: A$3.7 million loss). This reported loss is after the inclusion of a number of one-off and non-cash items which are shown in more detail below and in Notes 7 and 10 to the financial statements in order to provide greater insight as to the underlying profitability of the Group.

 

Profit/Loss after Tax and earnings per share

The loss after tax before exceptional items for the year is A$28.7 million (FY18: A$7.1 million profit) and the reported loss after tax for the year is A$69.3 million (FY18: A$1.5 million loss). This reported loss is after the inclusion of a number of one-off and non-cash items which are shown in more detail below and in Notes 7 and 10 to the financial statements in order to provide greater insight as to the underlying profitability of the Group.

 

Note 38 shows the detailed calculations of basic loss per share for the financial year (after tax and before exceptional items which was 18.60 cents per share loss (FY18: 4.61 cents profit) and was 12.21 cents loss (FY18: 6.30 cents profit) on EBITDA before exceptional items.

 

Taxation

The Group has recorded a tax expense of A$11.1 million for the year (FY18: A$2.2 million benefit) which includes an impairment to the deferred tax asset of A$10.6 million. Full details of the tax expense are provided in Note 11 to the financial statements. The Group has A$83.9 million (FY18: A$32.4 million) of carried forward tax losses that may be available to use for future offset. A deferred tax asset is only recorded where it is probable that these losses will be recoverable. The business needs to undertake a full review of the impact of the capital restructuring to understand the extent to which this restructure could put the accessibility of these tax losses at risk. Until this review is completed management have taken the judgement of not recognising these losses as a deferred tax asset.

 

Balance Sheet, Cash and Working Capital

The Group's closing cash balance was A$0.8 million (FY18: A$6.8 million) and a net debt balance of A$17.5 million (FY18: A$6.2 million). As detailed in the subsequent events note, the Group finalised a share placement of 640.4 million shares for A$23.3 million in September 2019. The placement involved a repayment of borrowings of A$10.9 million and debt forgiveness of A$7.7 million. After these actions the business is debt free.

As noted in last year's financials the strategy was to reduce wholesale activity to deliver a steady reduction in gross trade receivables. Trade receivables reduced to A$11.3 million (FY18: A$29.8 million). The balance includes uncleared cash receipts from online customers of A$5.3 million (FY18: A$5.0 million). There has been a provision raised against the trade receivable balances of A$5.4 million (FY18: A$0.3 million) which includes a provision against Ourpay receivables of A$1.4 million and a provision against wholesale debtors of A$4.0 million. Further details are provided in Note 13 to the financial statements.

Capital expenditure was reduced on prior year investment levels as the technology platform is maturing and requiring less major development work than was undertaken in FY17 and 18. Total capital expenditure was A$4.9 million (FY18: A$8.5 million). Goodwill was impaired by A$2.8 million to A$21.2 million. No impairment was considered necessary to the other intangible assets.

Inventory value was recognised at the year end as A$16.0 million (FY18: A$33.7 million). The balance includes stock in transit of A$1.7 million (FY18: A$2.7 million) and is after A$18.9 million (FY18 A$0.3 million) of write-downs and provisions being applied to reflect the change in business strategy to move away from own-buy.

 

Banking Facilities

Subsequent to the refinancing the Group will not be relying on trade and overdraft financing to support the business operations. The sell down of 'own-buy' inventory and the switch to an inventory light business model will reduce the overall reliance on external financing to support inventories and other working capital requirements.

 

Underlying Basis, Exceptional Items

As noted above the Group manages its operations by looking at the underlying EBITDA which excludes the impact of a number of one-off and non-cash items of a non-trading nature as this, in the Board's opinion, provides a more representative measure of the Group's performance. In the FY19 year due to the restructuring this approach has resulted in the profit and loss statement to be split out into 3 columns for each financial year. Full details on exceptional items are contained within Note 10 to the financial statements. A reconciliation between reported profit before tax and underlying EBITDA is included at Note 7 with further details in Note 10 to the financial statements and outlined below.

 

A$ million

FY19

FY18

restated

Reported EBITDA

(50.8)

3.1

Impairments

9.6

-

Share based payments

(1.0)

0.9

Discontinued and one-off costs

2.9

3.8

Inventory write downs

18.9

-

Unrealised foreign exchange loss

1.5

2.0

Underlying EBITDA

(18.8)

9.7

Depreciation & Amortisation

(6.9)

(6.6)

Net interest expense

(0.5)

(0.3)

Underlying profit before tax

(26.3)

2.9

 

Included within one-off items are items of a non-trading, non-recurring nature such as reorganisation costs, asset write downs, charges arising from system migrations and other costs. The principle items in the year under review are the impairments and inventory write-downs.  The impairments include; an A$2.8 million goodwill impairment and A$6.8 million impairment of receivables from the wholesale business.

 

Key Performance Indicators

The Group manages its operations through the use of a number of key performance indicators [KPI's] including revenue growth, gross margin %, Underlying EBITDA, active customer growth, monthly buyers, AOV, revenue per customers, orders per customer and number of suppliers.

 

_____________________________

Carl Jackson

Chief Executive Officer

4 December 2019

Statement of profit or loss and other comprehensive income

For the year ended 30 June 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

Before exceptional items

 

Exceptional items

 

Total

 

Before exceptional items

 

Exceptional items

 

Total

 

 

 

 

2019

 

2019

 

2019

 

Restated 2018

 

2018

 

2018

 

 

Note

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from contracts with customers

 

5

 

208,596

 

-

 

208,596

 

292,204

 

-

 

292,204

Cost of sale of goods

 

 

 

(170,398)

 

(19,611)

 

(190,009)

 

(208,532)

 

-

 

(208,532)

Gross profit

 

  5

 

38,198

 

(19,611)

 

18,587

 

83,672

 

-

 

83,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating gain/(loss), net

 

6

 

743

 

848

 

1,591

 

586

 

(1,950)

 

(1,364)

Interest revenue calculated using the effective interest method

 

 

 

-

 

-

 

-

 

10

 

-

 

10


Expenses
Selling and distribution expenses

 

 

 

(37,798)

 

(166)

 

(37,964)

 

(50,798)

 

-

 

(50,798)

Administration expenses

 

 

 

(28,427)

 

(3,387)

 

(31,814)

 

(30,057)

 

(4,656)

 

(34,713)

Recovery/(impairment) of receivables

 

13

 

1,499

 

(6,760)

 

(5,261)

 

(249)

 

-

 

(249)

Impairment of assets

 

17

 

-

 

(2,832)

 

(2,832)

 

-

 

-

 

-

Finance costs

 

8

 

(547)

 

-

 

(547)

 

(271)

 

-

 

(271)

Loss before income tax (expense)/benefit

 

 

 

(26,332)

 

(31,908)

 

(58,240)

 

2,893

 

(6,606)

 

(3,713)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (expense)/benefit

 

11

 

(2,367)

 

(8,723)

 

(11,090)

 

4,228

 

(1,982)

 

2,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss after income tax (expense)/benefit for the year attributable to the owners of MySale Group Plc

 

 

 

(28,699)

 

(40,631)

 

(69,330)

 

7,121

 

(8,588)

 

(1,467)

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in the fair value of cash flow hedges taken to equity, net of tax

 

26

 

(38)

 

-

 

(38)

 

826

 

-

 

826

Exchange differences on translation of foreign operations

 

26

 

932

 

-

 

932

 

1,271

 

-

 

1,271

Other comprehensive income for the year, net of tax

 

 

 

894

 

-

 

894

 

2,097

 

-

 

2,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive (loss)/income for the year attributable to the owners of MySale Group Plc

 

 

 

(27,805)

 

(40,631)

 

(68,436)

 

9,218

 

(8,588)

 

630

 

 

 

 

 

Cents

 

Cents

 

Cents

 

Cents

 

Cents

 

Cents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

30

 

(18.60)

 

(26.32)

 

(44.92)

 

4.61

 

(5.56)

 

(0.95)

Diluted earnings per share

 

30

 

(18.60)

 

(26.32)

 

(44.92)

 

4.61

 

(5.56)

 

(0.95)

 

Refer to note 4 for detailed information on Restatement of comparatives.

 

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

 

Balance sheet

 

 

 

 

 

 

 

 

As at 30 June 2019

 

 

 

 

 

Consolidated

 

 

Note

 

2019

 

Restated 2018

 

Restated      1 July 2017

 

 

 

 

A$'000

 

A$'000

 

A$'000

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

12

 

814

 

6,770

 

19,027

Trade and other receivables

 

13

 

9,985

 

30,138

 

16,951

Inventories

 

14

 

15,963

 

33,650

 

34,154

Derivative financial instruments

 

 

 

 

38

 

-

Income tax receivable

 

 

 

 

115

 

-

Other current assets

 

15

 

4,766

 

4,367

 

4,949

Total current assets

 

 

 

31,528

 

75,078

 

75,081

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Property, plant and equipment

 

16

 

1,186

 

2,571

 

2,711

Intangibles

 

17

 

34,480

 

38,542

 

35,572

Deferred tax

 

18

 

3,369

 

14,112

 

11,909

Total non-current assets

 

 

 

39,035

 

55,225

 

50,192

Total assets

 

 

 

70,563

 

130,303

 

125,273

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

 

19

 

32,968

 

31,982

 

29,246

Contract liabilities

 

20

 

10,408

 

8,621

 

10,222

Borrowings

 

21

 

18,357

 

12,998

 

10,014

Derivative financial instruments

 

 

 

 

 

788

Income tax payable

 

 

 

96

 

 

193

Provisions

 

22

 

4,415

 

2,816

 

2,283

Total current liabilities

 

 

 

66,244

 

56,417

 

52,746

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Borrowings

 

23

 

 

54

 

143

Provisions

 

24

 

231

 

272

 

332

Total non-current liabilities

 

 

 

231

 

326

 

475

Total liabilities

 

 

 

66,475

 

56,743

 

53,221

 

Net assets

 

 

 

4,088

 

73,560

 

72,052

 

Equity

 

 

 

 

 

 

 

 

Share capital

 

25

 

 

 

-

Share premium account

 

 

 

306,363

 

306,363

 

306,363

Other reserves

 

26

 

(123,125)

 

(122,983)

 

(125,958)

Accumulated losses

 

 

 

(179,130)

 

(109,800)

 

(108,333)

Equity attributable to the owners of MySale Group Plc

 

 

 

4,108

 

73,580

 

72,072

Non-controlling interests

 

 

 

(20)

 

(20)

 

(20)

Total equity

 

 

 

4,088

 

73,560

 

72,052

 

 The above balance sheet should be read in conjunction with the accompanying notes

 

Refer to note 4 for detailed information on Restatement of comparatives.

 

The financial statements of MySale Group Plc (company number 115584 (Jersey)) were approved by the Board of Directors and authorised for issue on 4 December 2019. They were signed on its behalf by:



__________________________ __________________________
Carl Jackson                                 Charles Butler
Director                                         Director

 

 

 

 

 

 

 

 

 

 

 

 

Statement of changes in equity

 

 

 

 

 

 

 

 

 

For the year ended 30 June 2019

 

 

 

 

 

 

 

 

 

 

 

 Share premium

 

 Other

 

Accumulated

 

Non-controlling 

 

 

 

account

 

reserves

 

losses

 

interest 

 

Consolidated

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2017

 

306,363

 

(125,958)

 

(105,150)

 

(20)

 

75,235

 

 

 

 

 

 

 

 

 

 

 

Adjustment for correction of error (note 4)

 

-

 

-

 

(3,183)

 

-

 

(3,183)

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2017 - restated

 

306,363

 

(125,958)

 

(108,333)

 

(20)

 

72,052

 

 

 

 

 

 

 

 

 

 

 

Restated loss after income tax benefit for the year

 

-

 

-

 

(1,467)

 

-

 

(1,467)

Other comprehensive income for the year, net of tax

 

-

 

2,097

 

-

 

-

 

2,097

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive (loss)/income for the year

 

-

 

2,097

 

(1,467)

 

-

 

630

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners in their capacity as owners:

 

 

 

 

 

 

 

 

 

 

Share-based payments (note 26)

 

-

 

878

 

-

 

-

 

878

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2018

 

306,363

 

(122,983)

 

(109,800)

 

(20)

 

73,560

 

Refer to note 4 for detailed information on Restatement of comparatives.

 

 

 

 Share premium

 

 Other

 

Accumulated

 

Non-controlling 

 

Total equity

 

 

account

 

reserves

 

losses

 

interest 

 

Consolidated

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2018

 

306,363

 

(122,983)

 

(109,800)

 

(20)

 

73,560

 

 

 

 

 

 

 

 

 

 

 

Loss after income tax expense for the year

 

-

 

-

 

(69,330)

 

-

 

(69,330)

Other comprehensive income for the year, net of tax

 

-

 

894

 

-

 

-

 

894

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive (loss)/income for the year

 

-

 

894

 

(69,330)

 

-

 

(68,436)

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners in their capacity as owners:

 

 

 

 

 

 

 

 

 

 

Share-based payments (note 26)

 

-

 

(1,036)

 

-

 

-

 

(1,036)

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2019

 

306,363

 

(123,125)

 

(179,130)

 

(20)

 

4,088

 

 

The above statement of changes in equity should be read in conjunction with the accompanying notes

Statement of cash flows

 

 

 

 

 

 

For the year ended 30 June 2019

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

Restated

 

 

Note

 

2019

 

2018

 

 

 

 

A$'000

 

A$'000

Cash flows from operating activities

 

 

 

 

 

 

Loss before income tax (expense)/benefit for the year

 

 

 

(58,240)

 

(3,713)

 

 

 

 

 

 

 

Adjustments for:

 

 

 

 

 

 

Depreciation and amortisation

 

 

 

6,937

 

6,576

Impairment of goodwill

 

 

 

2,832

 

Net loss/(gain) on disposal of property, plant and equipment

 

 

 

487

 

(17)

Net gain on disposal of intangibles

 

 

 

(2,655)

 

Interest income

 

 

 

 

(10)

Interest expense

 

 

 

547

 

271

 

 

 

 

 

 

 

 

 

 

 

(50,092)

 

3,107

 

 

 

 

 

 

 

Change in operating assets and liabilities:

 

 

 

 

 

 

Decrease/(increase) in trade and other receivables

 

 

 

20,153

 

(13,012)

Decrease in inventories

 

 

 

17,687

 

94

Decrease/(increase) in other operating assets

 

 

 

(399)

 

670

Increase in trade and other payables

 

 

 

986

 

2,524

Increase/(decrease) in contract liabilities

 

 

 

1,787

 

(1,733)

Increase in other provisions

 

 

 

1,558

 

1,520

 

 

 

 

 

 

 

 

 

 

 

(8,320)

 

(6,830)

Interest received

 

 

 

 

10

Interest paid

 

 

 

(547)

 

(271)

Income taxes paid

 

 

 

(136)

 

(182)

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

 

(9,003)

 

(7,273)

 

Cash flows from investing activities

 

 

 

 

 

 

Payments for property, plant and equipment

 

 

 

(94)

 

(837)

Payments for intangibles

 

 

 

(4,865)

 

(8,263)

Proceeds from disposal of property, plant and equipment

 

 

 

177

 

Proceeds from disposal of intangibles

 

 

 

2,655

 

Proceeds from release of security deposits

 

 

 

 

17

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

(2,127)

 

(9,083)

 

Cash flows from financing activities

 

 

 

 

 

 

Repayment of borrowings

 

 

 

 

(4,775)

Repayments of leases

 

 

 

(124)

 

(38)

 

 

 

 

 

 

 

Net cash used in financing activities

 

 

 

(124)

 

(4,813)

 

Net decrease in cash and cash equivalents

 

 

 

(11,254)

 

(21,169)

Cash and cash equivalents at the beginning of the financial year

 

 

 

(938)

 

19,027

Effects of exchange rate changes on cash and cash equivalents

 

 

 

(131)

 

1,204

 

 

 

 

 

 

 

Cash and cash equivalents at the end of the financial year

 

12

 

(12,323)

 

(938)

 

The above statement of cash flows should be read in conjunction with the accompanying notes

Notes to the financial statements

30 June 2019

 

Note 1. General information

 

MySale Group Plc is a group consisting of MySale Group Plc (the 'Company' or 'parent entity') and its subsidiaries (the 'Group'). The financial statements of the Group, in line with the location of the majority of the Group's operations and customers, are presented in Australian dollars and generally rounded to the nearest thousand dollars.


The principal business of the Group is the operating of online shopping outlets for consumer goods like ladies, men and children's fashion clothing, accessories, beauty and homeware items.

 

MySale Group Plc is a public company, limited by shares, listed on the AIM (Alternate Investment Market), a sub-market of the London Stock Exchange. The company is incorporated and registered under the Companies (Jersey) Law 1991. The company is domiciled in Australia.

 

The registered office of the company is Ogier House, The Esplanade, 44 Esplanade Street. Helier, JE4 9WG, Jersey and principal place of business is at 3/120 Old Pittwater Road, Brookvale, NSW 2100, Australia.

 

The financial statements were authorised for issue, in accordance with a resolution of directors, on 4 December 2019.

 

 

Note 2. Significant accounting policies

 

Basis of preparation

This condensed consolidated financial information for the year ended 30 June 2019 has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards as adopted by the European Union ("Adopted IFRSs"), IFRS IC Interpretations and the Companies (Jersey) Law 1991.

 

The financial information contained in this preliminary announcement for the years ended 30 June 2019 and 30 June 2018 does not comprise the Group's statutory financial statements within the meaning of Companies (Jersey) Law 1991.

 

Statutory accounts for the year ended 30 June 2019 will be filed with the Jersey Companies Registry in due course. The auditors' report on the statutory accounts for each of the years ended 30 June 2019 and 30 June 2018 is unqualified, does not draw attention to any matters by way of emphasis and does not contain any statement under any matters that are required to be reported by exception under Companies (Jersey) Law 1991.

 

Going concern

As at 30 June 2019, the Group's current liabilities exceeds current assets by $34,716,000 (2018: positive working capital of $18,661,000) and the Group has incurred a loss before tax of $58,240,000 (2018: loss of $3,713,000) and generated operating cash outflows of $9,003,000 (2018: operating cash outflows of $7,273,000). Subsequent to the end of the financial year, the Group has continued to perform in line with their budget which forecasts the business will generate positive cash flows sufficient to ensure the business will continue as a going concern. The cash flows forecast assumes there will be adequate cash generated to meet the Group's obligations as and when they fall due. The directors are confident of delivering the forecast cash flows and continuing a going concern. Accordingly, the financial statements have been prepared on a going concern basis.

 

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

 

Changes to accounting standards

The following Accounting Standards and Interpretations are most relevant to the Group:

 

IFRS 9 Financial Instruments

The Group has adopted IFRS 9 from 1 July 2018. The standard introduced new classification and measurement models for financial assets. New impairment requirements use an 'expected credit loss' ('ECL') model to recognise an allowance.

IFRS 15 Revenue from Contracts with Customers

The Group has adopted IFRS 15 from 1 July 2018. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

Impact of adoption

IFRS 9 and IFRS 15 were adopted using the transitional rules under the modified retrospective approach and as such comparatives have not been restated. The impact of adoption on opening accumulated losses as at 1 July 2018 was A$nil.

 

There has been no material impact on adoption of IFRS 9 and IFRS 15, other than the changes to disclosure as required by these standards, and consequential amendments to other standards, which includes:

 

reclassifying deferred revenue as contract liabilities;

 

presenting interest income on the face of profit or loss; and

 

presenting impairment of receivable on the face of profit or loss.

 

Presentation of non-statutory measures 

In addition to statutory measures, the Directors use various non-GAAP key financial measures to evaluate the Group's performance and consider that presentation of these measures provides shareholders with an additional understanding of the core trading performance of the Group. The measures used are explained and reconciled to their equivalent statutory headings below.

 

Operating profit after exceptional items and earnings per share after exceptional items 

The Directors believe that adjusted results and adjusted earnings per share, provide additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term 'exceptional items' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit.

 

Adjustments are made in respect of:

 

 

Exceptional items - the Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its magnitude, is material and likely to be non-recurring in nature so as to assist the user of the financial statements to better understand the results of the core operations of the Group. Details of exceptional items are shown in note 10.

 

Share-based payments - share-based payment expenses or credits are excluded from the adjusted results of the Group as the Directors believe that the volatility of these charges can distort the user's view of the core trading performance of the Group. Details of share-based payments are shown in note 31.

 

Impairment of goodwill - the Directors believe that non-cash impairment charges in relation to goodwill are generally volatile and material, and therefore exclude any such charges from the adjusted results of the Group. Details of the goodwill impairment analysis are shown in note 17.

 

Acquisition related costs - expenses in relation to business combinations or potential business combinations recognised in profit or loss is not considered reflective of the core trading of the Group since it results from investment activities and is volatile in nature. As such, the profit or loss items relating to business combinations are removed from adjusted results. See note 7.

 

Profit or loss on disposal of assets of subsidiaries - profit or loss on disposals of assets are excluded from adjusted results of the Group as they are unrelated to core trading and can distort a user's understanding of the performance of the Group due to their infrequent and volatile nature. See note 7.

 

Other separately reported items - certain other items are excluded from adjusted results where they are considered large or unusual enough to distort the comparability of core trading results year on year. Details of these separately disclosed items are shown in note 8.

 

The tax related to adjusting items is the tax effect of the items above that are allowable deductions for tax purposes (primarily exceptional items), calculated using the standard rate of corporation tax. See note 11 for a reconciliation between reported and adjusted tax charges.

 

Further details of exceptional items are included in note 10. A reconciliation between earnings per share after exceptional items and statutory earnings per share measures is shown in note 30.

 

 

 

 

2019

 

2018

 

 

Note

 

A$'000

 

A$'000

 

 

 

 

 

 

 

(Loss)/profit before tax and exceptional items reconciles to loss before tax after exceptional items as follows:

 

 

 

 

 

 

 

(Loss)/profit before tax before exceptional items

 

 

 

(26,332)

 

2,893


Exceptional items
Cost of sale of goods

 

 

 

(19,611)

 

-

Other operating gain/(loss), net

 

 

 

848

 

(1,950)

Selling and distribution expenses

 

8

 

(166)

 

-

Administration expenses

 

8

 

(3,387)

 

(4,656)

Impairment of receivables

 

 

 

(6,760)

 

-

Impairment of assets

 

17

 

(2,832)

 

-

 

 

 

 

 

 

 

Loss before tax and after exceptional items

 

5

 

(58,240)

 

(3,713)

 

Cash impact of exceptional items

 

 

 

619

 

(2,742)

Tax impact of exceptional items

 

 

 

(8,723)

 

(1,982)

 

Operating cash flow after exceptional items 

Operating cash flow after exceptional items is not a measure defined by IFRS. It is defined as cash flow from operations excluding the impact of exceptional items, which are defined above. The Directors use this measure to assess the performance of the Group as it excludes volatile items not related to the core trading of the Group. 

 

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Statutory cash flow from operations reconciles to operating cash after exceptional items as below:

 

 

 

 

Reported cash flow from operating activities

 

(9,003)

 

(7,273)

Cash impact of exceptional items (as above)

 

(619)

 

2,742

Working capital impact of exceptional items

 

(29,924)

 

(4,656)

 

 

 

 

 

Operating cash flow after exceptional items

 

(39,546)

 

(9,187)

 

 

Note 3. Critical accounting judgements, estimates and assumptions

 

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

 

Judgements:

 

Revenue from contracts with customers involving sale of goods

When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the Group is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer obtains control of the promised goods and therefore the benefits of unimpeded access.

 

Impairment of non-financial assets

The Group assesses impairment of non-financial assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

 

Estimates:

 

Allowance for expected credit losses

The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.

 

Provision for obsolete and slow-moving inventories

The provision for obsolete and slow-moving inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

 

Estimation of useful lives of assets

The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

 

Goodwill

The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. An impairment charge was required during the financial year ended 30 June 2019 for $2,832,000 (2018: A$nil). Refer to note 17 for further details.

 

Income tax

The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

 

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses.

 

 

Note 4. Restatement of comparatives

 

Correction of error

During the course of the 2019 financial year management undertook a detailed review of their third party purchase order and ERP inventory systems. As part of this review process management identified system errors in the processing of third party purchase orders. As a consequence, it was identified that third party purchase orders had been incorrectly accounted for as inventory. 

 

The error has been corrected by restating each of the affected financial statement line items for the prior periods as follows: 

 

Statement of profit or loss and other comprehensive income

 

 

 

Consolidated

 

 

2018

 

 

 

2018

 

 

A$'000

 

A$'000

 

A$'000

 

 

Reported

 

Adjustment

 

Restated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from contracts with customers

 

292,204

 

-

 

292,204

 

 

 

 

 

 

 

Cost of sale of goods

 

(206,511)

 

(2,021)

 

(208,532)

 

 

 

 

 

 

 

Other operating gain/(loss), net

 

(1,364)

 

-

 

(1,364)

Interest revenue calculated using the effective interest method

 

10

 

-

 

10

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

Selling and distribution expenses

 

(50,798)

 

-

 

(50,798)

Administration expenses

 

(34,713)

 

-

 

(34,713)

Impairment of receivables

 

(249)

 

-

 

(249)

Finance costs

 

(271)

 

-

 

(271)

 

 

 

 

 

 

 

Loss before income tax benefit

 

(1,692)

 

(2,021)

 

(3,713)

 

 

 

 

 

 

 

Income tax benefit

 

1,640

 

606

 

2,246

 

 

 

 

 

 

 

Loss after income tax (expense)/benefit for the year attributable to the owners of MySale Group Plc

 

(52)

 

(1,415)

 

(1,467)

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

Net change in the fair value of cash flow hedges taken to equity, net of tax

 

826

 

-

 

826

Exchange differences on translation of foreign operations

 

1,271

 

-

 

1,271

 

 

 

 

 

 

 

Other comprehensive income for the year, net of tax

 

2,097

 

-

 

2,097

 

 

 

 

 

 

 

Total comprehensive income for the year attributable to the owners of MySale Group Plc

 

2,045

 

(1,415)

 

630

 

 

 

Cents

 

Cents

 

Cents

 

 

Reported

 

Adjustment

 

Restated

 

 

 

 

 

 

 

Basic earnings per share

 

(0.03)

 

(0.92)

 

(0.95)

Diluted earnings per share

 

(0.03)

 

(0.92)

 

(0.95)

 

Balance sheet at the beginning of the earliest comparative period

 

 

 

Consolidated

 

 

1 July 2017

 

 

 

1 July 2017

 

 

A$'000

 

A$'000

 

A$'000

 

 

Reported

 

Adjustment

 

Restated

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

19,027

 

-

 

19,027

Trade and other receivables

 

16,951

 

-

 

16,951

Inventories

 

38,042

 

(3,888)

 

34,154

Other current assets

 

4,949

 

-

 

4,949

Total current assets

 

78,969

 

(3,888)

 

75,081

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

Property, plant and equipment

 

2,711

 

-

 

2,711

Intangibles

 

35,572

 

-

 

35,572

Deferred tax

 

10,544

 

1,365

 

11,909

Total non-current assets

 

48,827

 

1,365

 

50,192

 

 

 

 

 

 

 

Total assets

 

127,796

 

(2,523)

 

125,273

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Trade and other payables

 

28,586

 

660

 

29,246

Contract liabilities

 

10,222

 

-

 

10,222

Borrowings

 

10,014

 

-

 

10,014

Derivative financial instruments

 

788

 

-

 

788

Income tax payable

 

193

 

-

 

193

Provisions

 

2,283

 

-

 

2,283

Total current liabilities

 

52,086

 

660

 

52,746

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

Borrowings

 

143

 

-

 

143

Provisions

 

332

 

-

 

332

Total non-current liabilities

 

475

 

-

 

475

 

 

 

 

 

 

 

Total liabilities

 

52,561

 

660

 

53,221

 

 

 

 

 

 

 

Net assets

 

75,235

 

(3,183)

 

72,052

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Share capital

 

-

 

-

 

-

Share premium account

 

306,363

 

-

 

306,363

Other reserves

 

(125,958)

 

-

 

(125,958)

Accumulated losses

 

(105,150)

 

(3,183)

 

(108,333)

Equity attributable to the owners of MySale Group Plc

 

75,255

 

(3,183)

 

72,072

Non-controlling interests

 

(20)

 

-

 

(20)

 

 

 

 

 

 

 

Total equity

 

75,235

 

(3,183)

 

72,052

 

Balance sheet at the end of the earliest comparative period

 

 

 

Consolidated

 

 

2018

 

 

 

2018

 

 

A$'000

 

A$'000

 

A$'000

 

 

Reported

 

Adjustment

 

Restated

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

6,770

 

-

 

6,770

Trade and other receivables

 

30,138

 

-

 

30,138

Inventories

 

38,260

 

(4,610)

 

33,650

Derivative financial instruments

 

38

 

-

 

38

Income tax receivable

 

115

 

-

 

115

Other current assets

 

4,367

 

-

 

4,367

Total current assets

 

79,688

 

(4,610)

 

75,078

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

Property, plant and equipment

 

2,571

 

-

 

2,571

Intangibles

 

38,542

 

-

 

38,542

Deferred tax

 

12,141

 

1,971

 

14,112

Total non-current assets

 

53,254

 

1,971

 

55,225

 

 

 

 

 

 

 

Total assets

 

132,942

 

(2,639)

 

130,303

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Trade and other payables

 

30,023

 

1,959

 

31,982

Contract liabilities

 

8,621

 

-

 

8,621

Borrowings

 

12,998

 

-

 

12,998

Provisions

 

2,816

 

-

 

2,816

Total current liabilities

 

54,458

 

1,959

 

56,417

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

Borrowings

 

54

 

-

 

54

Provisions

 

272

 

-

 

272

Total non-current liabilities

 

326

 

-

 

326

 

 

 

 

 

 

 

Total liabilities

 

54,784

 

1,959

 

56,743

 

 

 

 

 

 

 

Net assets

 

78,158

 

(4,598)

 

73,560

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Share capital

 

-

 

-

 

-

Share premium account

 

306,363

 

-

 

306,363

Other reserves

 

(122,983)

 

-

 

(122,983)

Accumulated losses

 

(105,202)

 

(4,598)

 

(109,800)

Equity attributable to the owners of MySale Group Plc

 

78,178

 

(4,598)

 

73,580

Non-controlling interests

 

(20)

 

-

 

(20)

 

 

 

 

 

 

 

Total equity

 

78,158

 

(4,598)

 

73,560

 

 

Note 5. Operating segments

 

Identification of reportable operating segments

The Group's operating segments are determined based on the internal reports that are reviewed and used by the Board of Directors (being the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

 

The CODM reviews revenue and gross profit by reportable segments, being geographical regions. The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in these financial statements.

 

The Group operates separate websites in each country that it sells goods in. Revenue from external customers is attributed to each country based on the activity on that country's website. Similar types of goods are sold in all segments. The Group's operations are unaffected by seasonality.

 

Intersegment transactions

Intersegment transactions were made at market rates and are eliminated on consolidation.

 

Segment assets and liabilities

Assets and liabilities are managed on a Group basis. The CODM does not regularly review any asset or liability information by segment and, accordingly there is no separate segment information. Refer to the balance sheet for Group assets and liabilities.

 

Major customers

During the year ended 30 June 2019 there were no major customers (2018: none). A customer is considered major if its revenues are 10% or more of the Group's revenue.

 

Operating segment information

 

 

 

Australia and 

 

South-East

 

 Rest of the

 

 

 

 

New Zealand

 

Asia

 

world

 

Total

Consolidated - 2019

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

Sales to external customers transferred at a point in time

 

166,082

 

28,386

 

14,128

 

208,596

Total revenue

 

166,082

 

28,386

 

14,128

 

208,596

 

 

 

 

 

 

 

 

 

Gross profit after exceptional items

 

10,955

 

4,865

 

2,767

 

18,587

Other operating gain, net after exceptional items

 

 

 

 

 

 

 

1,591

Selling and distribution expenses after exceptional items

 

 

 

 

 

 

 

(37,964)

Administration expenses after exceptional items

 

 

 

 

 

 

 

(31,814)

Finance costs

 

 

 

 

 

 

 

(547)

Impairment of receivables after exceptional items

 

 

 

 

 

 

 

(5,261)

Impairment of assets after exceptional items

 

 

 

 

 

 

 

(2,832)

Loss before income tax expense after exceptional items

 

 

 

 

 

 

 

(58,240)

Income tax expense after exceptional items

 

 

 

 

 

 

 

(11,090)

Loss after income tax expense after exceptional items

 

 

 

 

 

 

 

(69,330)

 

 

 

Australia and 

 

South-East

 

 Rest of the

 

 

 

 

New Zealand

 

Asia

 

world

 

Total

Consolidated - Restated 2018

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

Sales to external customers transferred at a point in time

 

242,365

 

33,360

 

16,479

 

292,204

Total revenue

 

242,365

 

33,360

 

16,479

 

292,204

 

 

 

 

 

 

 

 

 

Gross profit

 

70,899

 

8,896

 

3,877

 

83,672

Other operating loss, net after exceptional items

 

 

 

 

 

 

 

(1,364)

Selling and distribution expenses

 

 

 

 

 

 

 

(50,798)

Administration expenses after exceptional items

 

 

 

 

 

 

 

(34,713)

Interest revenue

 

 

 

 

 

 

 

10

Finance costs

 

 

 

 

 

 

 

(271)

Impairment of receivables

 

 

 

 

 

 

 

(249)

Loss before income tax benefit after exceptional items

 

 

 

 

 

 

 

(3,713)

Income tax benefit after exceptional items

 

 

 

 

 

 

 

2,246

Loss after income tax benefit after exceptional items

 

 

 

 

 

 

 

(1,467)

 

 

Note 6. Other operating gain/(loss), net

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Net foreign exchange loss

 

(692)

 

(1,408)

Net (loss)/gain on disposal of property, plant and equipment

 

(487)

 

17

Net gain on disposal of asset *

 

2,655

 

Other income

 

115

 

27

 

 

 

 

 

Other operating gain/(loss), net

 

1,591

 

(1,364)

 

* In May 2019, the Group sold its Cocosa websites through an asset sale for a net gain on sale of A$2,655,000.  

 

 

Note 7. EBITDA reconciliation (earnings before interest, taxation, depreciation and amortisation)

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

EBITDA reconciliation

 

 

 

 

Loss before income tax

 

(58,240)

 

(3,713)

Less: Interest income

 

 

(10)

Add: Interest expense

 

547

 

271

Add: Depreciation and amortisation

 

6,937

 

6,576

 

 

 

 

 

EBITDA

 

(50,756)

 

3,124

 

Underlying EBITDA represents EBITDA adjusted for certain items, as outlined below.

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Underlying EBITDA reconciliation

 

 

 

 

EBITDA

 

(50,756)

 

3,124

Impairment of goodwill

 

2,832

 

Impairment of receivables

 

6,760

 

Net gain on disposal of Cocosa websites and trademarks

 

(2,655)

 

Share-based payments (note 31)

 

(1,036)

 

878

Reorganisation and discontinued operations *

 

2,502

 

190

One-off costs of non-trading, non-recurring nature including acquisition expenses

 

3,096

 

3,588

Inventory write down

 

18,941

 

Unrealised foreign exchange loss

 

1,468

 

1,950

 

 

 

 

 

Underlying EBITDA

 

(18,848)

 

9,730

 

*

 

Costs in relation to the closure of overseas operations.

 

 

Note 8. Expenses

 

 

 

Before exceptional items

 

Exceptional items

 

Total

 

Before exceptional items

 

Exceptional items

 

Total

 

 

2019

 

2019

 

2019

 

2018

Restated

 

2018

 

2018

 

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax includes the following specific expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, distribution and administration expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Staff costs (note 9)

 

25,281

 

(384)

 

24,897

 

36,532

 

1,027

 

37,559

Marketing expenses

 

18,725

 

-

 

18,725

 

22,258

 

-

 

22,258

Occupancy costs

 

6,442

 

-

 

6,442

 

6,148

 

-

 

6,148

Merchant and other professional fees

 

7,678

 

307

 

7,985

 

5,824

 

2,029

 

7,853

Depreciation and amortisation

 

6,937

 

-

 

6,937

 

6,576

 

-

 

6,576

Other administration costs

 

1,162

 

3,630

 

4,792

 

3,517

 

1,600

 

5,117

 

 

 

 

 

 

 

 

 

 

 

 

 

Total sales, distribution and administration expenses

 

66,225

 

3,553

 

69,778

 

80,855

 

4,656

 

85,511

 

Finance costs
Interest and finance charges paid/payable

 

547

 

-

 

547

 

271

 

-

 

271


Occupancy costs include:
Minimum operating lease payments

 

4,907

 

-

 

4,907

 

5,068

 

-

 

5,068


Cost of inventories recognised as an expense in 'cost of sales' in profit or loss

 

130,551

 

18,941

 

149,492

 

159,939

 

-

 

159,939

 

 

Note 9. Staff costs

 

 

 

Before exceptional items

 

Exceptional items

 

Total

 

Before exceptional items

 

Exceptional items

 

Total

 

 

2019

 

2019

 

2019

 

2018

 

2018

 

2018

 

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate remuneration:

 

 

 

 

 

 

 

 

 

 

 

 

Wages and salaries

 

20,821

 

652

 

21,473

 

30,096

 

149

 

30,245

Social security costs

 

1,876

 

-

 

1,876

 

2,648

 

-

 

2,648

Long-term employee incentive plan (note 39)

 

-

 

(1,036)

 

(1,036)

 

-

 

878

 

878

Other staff costs and benefits

 

2,584

 

-

 

2,584

 

3,788

 

-

 

3,788

 

 

 

 

 

 

 

 

 

 

 

 

 

Total staff costs

 

25,281

 

(384)

 

24,897

 

36,532

 

1,027

 

37,559

 

 

 

Consolidated

 

 

2019

 

2018

 

 

 

 

 

The average monthly number of employees (including executive directors and those on a part-time basis) was:

 

 

 

 

Sales and distribution

 

131

 

200

Administration

 

176

 

271

 

 

 

 

 

 

 

307

 

471

 

 

 

Note 10. Exceptional items

 

As discussed in note 2, certain items are presented as exceptional. These are detailed below: 

 

 

 

 

 

2019

 

2018

 

 

Note

 

A$'000

 

A$'000

 

 

 

 

 

 

 

Cost of sale of goods
 

 

 

 

19,611

 

-

Other operating (gain)/loss, net
 

 

 

 

(848)

 

1,950

Sales, distribution and administration expenses:
Staff costs

 

9

 

(384)

 

1,027

Merchant and other professional fees

 

8

 

307

 

2,029

Other administration costs

 

8

 

3,630

 

1,600


Impairment of receivables

 

 

 

6,760

 

-


Impairment of assets

 

17

 

2,832

 

-

 

Exceptional costs:


Staff related exceptional costs

During the 2019 financial year, staff related exceptional costs related to the following: (a) integrating acquired businesses onto the Group's online platform (b) restructuring overseas offices and warehouses in the US, UK and NZ (c) amounts in relation to the Group's long-term employee incentive plan to its key management personnel and Directors.

 

Cost of sale of goods

Cost of sale of goods adjustment relates to the write down of the Group's ownbuy and outlet stock at year end. 

 

Merchant and other professional fees

This relates to the professional fees paid for potential acquisitions and business restructure initiatives. 

 

Other adjusting items

Other adjusting items relate to non-recurring restructuring costs and provisions recognised by the business. 

 

Impairment of receivables

An impairment of $6,760,000 has been recognised against the Group's wholesale business receivables. 

 

Goodwill impairment

An impairment of $2,832,000 has been recognised against goodwill relating to the Online Retail CGU. There were no impairments in the prior year. See note 17 for further details.

 

Profit on disposal of assets of a subsidiary

During the 2019 financial year, the Group sold its Cocosa websites and related trademarks for a $2,655,000 profit on disposal.

 

 

Note 11. Income tax expense/(benefit)

 

 

 

Consolidated

 

 

2019

 

Restated 2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Income tax expense/(benefit)

 

 

 

 

Current tax

 

247

 

842

Deferred tax - origination and reversal of temporary differences

 

10,594

 

(2,843)

Adjustment recognised for prior years

 

249

 

(245)

 

 

 

 

 

Aggregate income tax expense/(benefit)

 

11,090

 

(2,246)

 

 

 

 

 

Deferred tax included in income tax expense/(benefit) comprises:

 

 

 

 

Decrease/(increase) in deferred tax assets (note 18)

 

10,594

 

(2,843)

 

 

 

 

 

Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate

 

 

 

 

Loss before income tax (expense)/benefit

 

(58,240)

 

(3,713)

 

 

 

 

 

Tax at the statutory tax rate of 30%

 

(17,472)

 

(1,114)

 

 

 

 

 

Tax effect amounts which are not deductible/(taxable) in calculating taxable income:

 

 

 

 

Effect of overseas tax rates

 

(860)

 

(293)

Non-deductible expenses

 

865

 

32

Tax-exempt income

 

(34)

 

(40)

 

 

 

 

 

 

 

(17,501)

 

(1,415)

Prior year tax losses not recognised now recognised

 

(1,612)

 

(524)

Change in recognised deductible temporary differences

 

29,954

 

(8)

Adjustment recognised for prior periods

 

249

 

(299)

 

 

 

 

 

Income tax expense/(benefit)

 

11,090

 

(2,246)

 

The tax rates of the main jurisdictions are Australia 30% (2018: 30%), Singapore 17% (2018: 17%), New Zealand 28% (2018: 28%), United Kingdom 19% (2018: 19%) and United States 21% (2018: 21%). The Group is not required to pay Jersey tax as none of its entities are Jersey tax residents. 

 

 

Note 12. Current assets - cash and cash equivalents

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Cash at bank

 

703

 

6,573

Bank deposits at call

 

111

 

197

 

 

 

 

 

 

 

814

 

6,770

 

 

 

 

 

Reconciliation to cash and cash equivalents at the end of the financial year

 

 

 

 

The above figures are reconciled to cash and cash equivalents at the end of the financial year as shown in the statement of cash flows as follows:

 

 

 

 

 

 

 

 

 

Balances as above

 

814

 

6,770

Bank overdraft (note 21)

 

(13,137)

 

(7,708)

 

 

 

 

 

Balance as per statement of cash flows

 

(12,323)

 

(938)

 

 

Note 13. Current assets - trade and other receivables

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Trade receivables

 

11,307

 

29,780

Less: Allowance for expected credit losses

 

(5,389)

 

(311)

 

 

5,918

 

29,469

 

 

 

 

 

Other receivables

 

1,107

 

669

Sales tax receivable

 

2,960

 

 

 

 

 

 

 

 

9,985

 

30,138

 

Trade receivables include uncleared cash receipts due from online customers which amounted to A$5,303,000 (2018: A$4,996,000).

 

Allowance for expected credit losses

The Group has recognised a loss of A$5,261,000 (2018: A$249,000) in profit or loss in respect of impairment of receivables for the year ended 30 June 2019.

 

The ageing of the trade receivables and the merchant receivables (uncleared cash receipts due from online customers) and allowance for expected credit losses provided for above are as follows:

 

 

 

Expected credit loss rate

Carrying amount

Allowance for expected credit losses

 

 

2019

 

2018

 

2019

 

2018

 

2019

 

2018

Consolidated

 

%

 

%

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale and other trade receivable:
Not overdue

 

11.00%

 

-

 

1,913

 

17,398

 

210

 

-

1-30 days overdue

 

-

 

-

 

-

 

2,326

 

-

 

-

31-60 days overdue

 

-

 

-

 

-

 

185

 

-

 

-

Over 61 days

 

93.00%

 

-

 

4,115

 

4,875

 

3,827

 

-

 

 

 

 

 

 

6,028

 

24,784

 

4,037

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Merchant receivables:
1-30 days overdue

 

4.90%

 

0.30%

 

3,561

 

3,774

 

174

 

11

31-60 days overdue

 

11.50%

 

1.60%

 

477

 

671

 

55

 

11

Over 61 days

 

90.50%

 

52.50%

 

1,241

 

551

 

1,123

 

289

 

 

 

 

 

 

5,279

 

4,996

 

1,352

 

311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,307

 

29,780

 

5,389

 

311

 

Movements in the allowance for expected credit losses are as follows:

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Opening balance

 

311

 

86

Additional provisions recognised

 

5,078

 

225

 

 

 

 

 

Closing balance

 

5,389

 

311

 

 

Note 14. Current assets - inventories

 

 

 

Consolidated

 

 

2019

 

Restated 2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Goods for resale

 

21,556

 

31,456

Obsolete and slow-moving inventory provision

 

(7,249)

 

(529)

 

 

14,307

 

30,927

 

 

 

 

 

Stock in transit

 

1,656

 

2,723

 

 

 

 

 

 

 

15,963

 

33,650

 

Write-downs of inventories to net realisable value recognised as an expense during the year ended 30 June 2019 amounted to A$18,941,000 (2018: A$275,000). This expense has been included in 'cost of sales' in profit or loss.

 

 

Note 15. Current assets - Other current assets

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Prepayments

 

738

 

1,339

Prepaid inventory

 

3,406

 

2,237

Other deposits

 

266

 

316

Right of return assets

 

292

 

410

Other current assets

 

64

 

65

 

 

 

 

 

 

 

4,766

 

4,367

 

Prepaid inventory relates to the costs of goods for resale that have been paid for by the Group but not delivered to its distribution centres for further dispatch to the customers who placed the orders as at the reporting date. The corresponding cash received in advance from customers are accounted for within the contract liabilities category in the balance sheet which includes the total amount of cash received for the goods not delivered to customers at the reporting date.

 

 

Note 16. Non-current assets - property, plant and equipment

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Leasehold improvements - at cost

 

1,367

 

1,697

Less: Accumulated depreciation

 

(1,058)

 

(1,085)

 

 

309

 

612

 

 

 

 

 

Plant and equipment - at cost

 

4,996

 

5,633

Less: Accumulated depreciation

 

(4,381)

 

(4,323)

 

 

615

 

1,310

 

 

 

 

 

Fixtures and fittings - at cost

 

1,169

 

1,331

Less: Accumulated depreciation

 

(926)

 

(894)

 

 

243

 

437

 

 

 

 

 

Motor vehicles - at cost

 

239

 

515

Less: Accumulated depreciation

 

(220)

 

(303)

 

 

19

 

212

 

 

 

 

 

 

 

1,186

 

2,571

 

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

 

 

 

Leasehold

 

Plant and

 

Fixtures

 

Motor

 

 

 

 

improvements

 

equipment

 

and fittings

 

vehicles

 

Total

Consolidated

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2017

 

507

 

1,339

 

601

 

264

 

2,711

Additions

 

278

 

545

 

39

 

-

 

862

Disposals

 

-

 

(36)

 

-

 

(2)

 

(38)

Exchange differences

 

(3)

 

29

 

(14)

 

3

 

15

Depreciation expense

 

(170)

 

(567)

 

(189)

 

(53)

 

(979)

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2018

 

612

 

1,310

 

437

 

212

 

2,571

Additions

 

36

 

57

 

1

 

-

 

94

Disposals

 

(174)

 

(273)

 

(31)

 

(177)

 

(655)

Exchange differences

 

1

 

(10)

 

9

 

4

 

4

Depreciation expense

 

(166)

 

(469)

 

(173)

 

(20)

 

(828)

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2019

 

309

 

615

 

243

 

19

 

1,186

 

Depreciation expense is included in the 'administration expenses' in profit or loss.

 

 

Note 17. Non-current assets - intangibles

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Goodwill - at cost

 

21,221

 

24,043

 

 

 

 

 

Customer relationships - at cost

 

1,846

 

3,841

Less: Accumulated amortisation

 

(1,702)

 

(3,236)

 

 

144

 

605

 

 

 

 

 

Software - at cost

 

23,460

 

21,280

Less: Accumulated amortisation

 

(11,264)

 

(9,232)

 

 

12,196

 

12,048

 

 

 

 

 

ERP system

 

3,300

 

5,276

Less: Accumulated amortisation

 

(2,381)

 

(3,430)

 

 

919

 

1,846

 

 

 

 

 

 

 

34,480

 

38,542

 

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

 

 

 

 

 

Customer

 

 

 

ERP

 

 

 

 

 Goodwill

 

relationships

 

Software

 

system

 

Total

Consolidated

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2017

 

24,019

 

926

 

8,622

 

2,005

 

35,572

Additions

 

-

 

251

 

7,451

 

841

 

8,543

Exchange differences

 

24

 

-

 

-

 

-

 

24

Amortisation expense

 

-

 

(572)

 

(4,025)

 

(1,000)

 

(5,597)

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2018

 

24,043

 

605

 

12,048

 

1,846

 

38,542

Additions

 

-

 

-

 

4,852

 

13

 

4,865

Exchange differences

 

10

 

-

 

2

 

2

 

14

Impairment of assets

 

(2,832)

 

-

 

-

 

-

 

(2,832)

Amortisation expense

 

-

 

(461)

 

(4,706)

 

(942)

 

(6,109)

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2019

 

21,221

 

144

 

12,196

 

919

 

34,480

 

Amortisation expense is included in 'administration expenses' in profit or loss.

 

Goodwill is allocated to the Group's cash-generating units ('CGUs') identified according to business model as follows:

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Online flash

 

19,683

 

19,683

Online retail

 

1,538

 

4,360

 

 

 

 

 

 

 

21,221

 

24,043

 

The Group's retail websites are "OO.com", Deals Direct, and Top Buy. All other websites owned by the Group are online flash websites.  

 

The recoverable amounts of the CGUs were determined based on value-in-use. Cash flow projections used in the value-in-use calculations were based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period were extrapolated using the estimated growth rates stated below.

 

Management determined budgeted gross margin based on expectations of market developments. The growth rates used were conservative based on industry forecasts. The discount rates used were pre-tax and reflected specific risks relating to the CGUs.

 

Online flash

Key assumptions used for value-in-use calculations:

 

 

 

Consolidated

 

 

2019

 

2018

 

 

%

 

%

 

 

 

 

 

Budgeted gross margin

 

22.0%

 

29.9%

Five year compound growth rate

 

(8.0%)

 

10.0%

Long-term growth rate

 

2.0%

 

2.0%

Pre-tax discount rate

 

9.0%

 

9.0%

 

Based on the assessment, no impairment charge is required. Management have performed a number of sensitivity tests on the above rates and note that there are no impairment indicators arising from this analysis. The recoverable amount exceeded the carrying amount by A$4,893,000. 

 

Online retail

Key assumptions used in value-in-use calculation

 

 

 

2019

 

2018

 

 

%

 

%

 

 

 

 

 

Budgeted gross margin

 

23.0%

 

22.7%

Five year compound growth rate

 

(8.0%)

 

(2.0%)

Long-term growth rate

 

2.0%

 

2.0%

Pre-tax discount rate

 

9.0%

 

9.0%

 

Based on the assessment, an impairment charge of $2,832,000 is required. The recoverable amount was below the carrying amount by A$2,832,000.

 

Sensitivity

As disclosed in note 3, the directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. Sensitivity analysis has been performed on the value-in-use calculations, holding all other variables constant, to:

 

(i) apply a 1% increase in discount rate from 9% to 10%. No impairment would occur in the Online Flash CGU. The Online Retail CGU impairment would increase from $2,800,000 to $3,100,000.


(ii) reduce the terminal value growth rate from 2% to 1.5%. No impairment would occur in the Online Flash CGU. The Online Retail CGU impairment would increase from $2,800,000 to $2,900,000. 

 

 

Note 18. Non-current assets - deferred tax

 

 

 

Consolidated

 

 

2019

 

Restated 2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Deferred tax asset comprises temporary differences attributable to:

 

 

 

 

 

 

 

 

 

Amounts recognised in profit or loss:

 

 

 

 

Tax losses

 

(2,924)

 

9,692

Accrued expenses

 

735

 

1,281

Provisions

 

5,029

 

996

Sundry

 

424

 

292

Property, plant and equipment

 

148

 

61

Intangibles

 

(43)

 

(181)

Inventories

 

 

1,971

 

 

 

 

 

Deferred tax asset

 

3,369

 

14,112

 

 

 

 

 

Movements:

 

 

 

 

Opening balance

 

14,112

 

11,909

Credited/(charged) to profit or loss (note 11)

 

(10,594)

 

2,843

Exchange loss

 

(149)

 

(640)

 

 

 

 

 

Closing balance

 

3,369

 

14,112

 

Deferred income tax assets are recognised for tax losses, non-deductible accruals and provisions and capital allowances carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable.

 

 

Note 19. Current liabilities - trade and other payables

 

 

 

Consolidated

 

 

2019

 

Restated 2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Trade payables

 

28,359

 

21,838

Other payables and accruals

 

4,609

 

7,663

Sales tax payable

 

 

2,481

 

 

 

 

 

 

 

32,968

 

31,982

 

 

Note 20. Current liabilities - contract liabilities

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Contract liabilities

 

10,408

 

8,621

 

 

 

Note 21. Current liabilities - borrowings

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Bank overdraft

 

13,137

 

7,708

Bank loans

 

5,200

 

5,200

Finance lease liability

 

20

 

90

 

 

 

 

 

 

 

18,357

 

12,998

 

 

 

Note 22. Current liabilities - provisions

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Employee benefits provision

 

1,093

 

1,463

Lease make good provision

 

564

 

135

Gift voucher provision

 

444

 

535

Sales returns provision

 

2,314

 

683

 

 

 

 

 

 

 

4,415

 

2,816

 

 

Note 23. Non-current liabilities - borrowings

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Finance lease liability

 

 

54

 

 

Total secured liabilities

The total secured liabilities (current and non-current) are as follows:

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Bank overdraft

 

13,137

 

7,708

Bank loans

 

5,200

 

5,200

Finance lease liability

 

20

 

144

 

 

 

 

 

 

 

18,357

 

13,052

 

 

 

Note 24. Non-current liabilities - provisions

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Employee benefits provision

 

231

 

272

 

 


Note 25. Equity - share capital

 

 

 

Consolidated

 

 

2019

 

2018

 

2019

 

2018

 

 

Shares

 

Shares

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

Ordinary shares £nil each (2018: £nil) - issued and fully paid

 

154,331,652

 

154,331,652

 

 

 

Authorised share capital

200,000,000 (2018: 200,000,000) ordinary shares of £nil each.

 

 

Note 26. Equity - other reserves

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Foreign currency reserve

 

4,390

 

3,458

Hedging reserve - cash flow hedges

 

 

38

Share-based payments reserve

 

5,241

 

6,277

Capital reorganisation reserve

 

(132,756)

 

(132,756)

 

 

 

 

 

 

 

(123,125)

 

(122,983)

 

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

 

 

 

 Foreign

 

 

 

 Share-based

 

Capital

 

 

 

 

 currency

 

Hedging

 

payments

 

reorganisation

 

Total

Consolidated

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

A$'000

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2017

 

2,187

 

(788)

 

5,399

 

(132,756)

 

(125,958)

Foreign currency translation

 

1,271

 

-

 

-

 

-

 

1,271

Cash flow hedge

 

-

 

826

 

-

 

-

 

826

Share-based payments

 

-

 

-

 

878

 

-

 

878

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2018

 

3,458

 

38

 

6,277

 

(132,756)

 

(122,983)

Foreign currency translation

 

932

 

-

 

-

 

-

 

932

Cash flow hedge

 

-

 

(38)

 

-

 

-

 

(38)

Share-based payments

 

-

 

-

 

(1,036)

 

-

 

(1,036)

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2019

 

4,390

 

-

 

5,241

 

(132,756)

 

(123,125)

 

 

 

 

Note 27. Equity - dividends

 

There were no dividends paid, recommended or declared during the current or previous financial year.

 

 

Note 28. Contingent liabilities

 

The Group issued bank guarantees through its banker, Hong Kong and Shanghai Banking Corporation, in respect of lease obligations amounting to A$1,503,000 (2018: A$1,537,000).

 

The Group has issued a bank guarantee through its banker ANZ Bank New Zealand Limited, in respect of customs and duties obligations amounting to NZ$150,000 (2018: NZ$150,000).

 

 

 

Note 29. Commitments

 

 

 

Consolidated

 

 

2019

 

2018

 

 

A$'000

 

A$'000

 

 

 

 

 

Lease commitments - operating

 

 

 

 

Committed at the reporting date but not recognised as liabilities, payable:

 

 

 

 

Within one year

 

2,217

 

3,987

One to five years

 

3,618

 

7,681

More than five years

 

 

314

 

 

 

 

 

 

 

5,835

 

11,982

 

 

 

 

 

Lease commitments - finance

 

 

 

 

Committed at the reporting date and recognised as liabilities, payable:

 

 

 

 

Within one year

 

20

 

92

One to five years

 

 

56

 

 

 

 

 

Total commitment

 

20

 

148

Less: Future finance charges

 

 

(4)

 

 

 

 

 

Net commitment recognised as liabilities

 

20

 

144

 

 

 

 

 

Representing:

 

 

 

 

Finance lease liability - current (note 21)

 

20

 

90

Finance lease liability - non-current (note 23)

 

 

54

 

 

 

 

 

 

 

20

 

144

 

The Group leases office space, land and buildings and warehouses from non-related parties under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.

 
The Group leases motor vehicle from non-related parties under finance leases. The lease agreements do not have renewal clauses but provide the Group with options to purchase the leased assets at nominal values at the end of the lease term.

 

The carrying amounts of motor vehicle held under finance leases are A$50,000 (2018: A$144,000) at the reporting date.

 

The company previously subleased some of its office and warehouse space to related and non-related parties. The subleases have varying terms and expiry dates.

 

 

Note 30. (Loss)/earnings per share

 

 

 

2019

 

2019

 

2019

 

2018

 

2018

 

Restated 2018

 

 

(Losses)/ Earnings attributable to owners of the parent

 

Weighted average number of shares

 

(Loss)/ Earnings per share

 

(Losses)/ Earnings attributable to owners of the parent

 

Weighted average number of shares

 

(Loss)/ Earnings per share

 

 

A$'000

 

Millions

 

Cents

 

A$'000

 

Millions

 

Cents

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Loss after tax before exceptional items

 

(28,699)

 

154.3

 

(18.60)

 

7,121

 

154.3

 

4.61


Diluted
Loss after tax before exceptional items

 

(28,699)

 

154.3

 

(18.60)

 

7,121

 

154.3

 

4.61

 

Exceptional items
Basic

 

(28,699)

 

154.3

 

(18.60)

 

7,121

 

154.3

 

4.61

Cost of sale of goods

 

(19,611)

 

-

 

(12.71)

 

-

 

-

 

-


Other operating gain/(loss), net

 

848

 

-

 

0.55

 

(1,950)

 

-

 

(1.26)


Sales, distribution and administration expenses:
Selling and distribution expenses

 

(166)

 

-

 

(0.11)

 

-

 

-

 

-

Administration expenses

 

(3,387)

 

-

 

(2.18)

 

(4,656)

 

-

 

(3.02)


Impairment of receivables

 

(6,760)

 

-

 

(4.38)

 

-

 

-

 

-


Impairment of assets

 

(2,832)

 

-

 

(1.84)

 

-

 

-

 

-

Income tax (expense)/benefit

 

(8,723)

 

-

 

(5.65)

 

(1,982)

 

-

 

(1.28)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic after exceptional items
Loss after tax after exceptional items

 

(69,330)

 

154.3

 

(44.92)

 

(1,467)

 

154.3

 

(0.95)

 

Diluted after exceptional items
Loss after tax after exceptional items

 

(69,330)

 

154.3

 

(44.92)

 

(1,467)

 

154.3

 

(0.95)


Underlying EBITDA per share

 

(18,848)

 

154.3

 

(12.21)

 

9,730

 

154.3

 

6.30

 

2,580,543 (2018: 8,047,850) employee long-term incentives have been excluded from the 2019 diluted earnings calculation as they are anti-dilutive for the year.

 

 

Note 31. Share-based payments

 

The company has two employee share plans; (1) the Executive Incentive Plan ('EIP') and (2) the Loan Share Plan ('LSP'). In accordance with the terms of each plan 100% of the ordinary shares will vest three years from grant date subject to the achievement of the Underlying Earnings Before Interest, Tax, Depreciation and Amortisation ('EBITDA') included in the company's internal forecasts set by the Board in the year of the grant.

 

In July 2015, 3,000,000 options over the ordinary share capital of the company were granted to the Chairman with an exercise price of £0.53. 1,000,000 options will vest when the company's share price reaches £1.50, a further 1,500,000 shall vest when the company's share price reaches £2.26 and a further 500,000 shall vest when the company's share price reaches £2.75. The options expire five years after the grant date. Other than the vesting conditions, all other terms are the same as the EIP. The fair value of the accounting expense in relation to these options are recognised over the vesting period.

 

Set out below are summaries of share and options granted under the plans for directors and employees:

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

 

 

 

 

 

Expired/

 

Balance at

 

 

 

 

Exercise

 

the start of

 

 

 

 

 

forfeited/

 

the end of

Grant date

 

Expiry date

 

price

 

the year

 

Granted

 

Exercised

 

 other

 

the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28/05/2014

 

16/06/2019 **

 

£2.26

 

111,499

 

-

 

-

 

(111,499)

 

-

18/08/2015

 

18/08/2020 **

 

£0.51

 

1,697,815

 

-

 

-

 

(657,617)

 

1,040,198

18/08/2015

 

18/08/2020 *

 

£0.51

 

290,533

 

-

 

-

 

(128,326)

 

162,207

27/07/2015

 

27/07/2020 **

 

£0.53

 

3,000,000

 

-

 

-

 

(3,000,000)

 

-

19/08/2016

 

19/08/2021 **

 

£0.65

 

1,868,982

 

-

 

-

 

(849,537)

 

1,019,445

19/08/2016

 

19/08/2021 *

 

£0.65

 

358,693

 

-

 

-

 

-

 

358,693

19/08/2017

 

19/08/2022 **

 

£1.15

 

449,314

 

-

 

-

 

(449,314)

 

-

19/08/2017

 

19/08/2022 *

 

£1.15

 

271,014

 

-

 

-

 

(271,014)

 

-

 

 

 

 

 

 

8,047,850

 

-

 

-

 

(5,467,307)

 

2,580,543

 

*

 

EIP - Options

**

 

LSP

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

 

 

 

 

 

Expired/

 

Balance at

 

 

 

 

Exercise

 

the start of

 

 

 

 

 

forfeited/

 

the end of

Grant date

 

Expiry date

 

price

 

the year

 

Granted

 

Exercised

 

other

 

the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28/05/2014

 

16/06/2019 **

 

£2.26

 

111,499

 

-

 

-

 

-

 

111,499

18/08/2015

 

18/08/2020 **

 

£0.51

 

2,027,806

 

-

 

-

 

(329,991)

 

1,697,815

18/08/2015

 

18/08/2020 *

 

£0.51

 

400,021

 

-

 

-

 

(109,488)

 

290,533

27/07/2015

 

27/07/2020 **

 

£0.53

 

3,000,000

 

-

 

-

 

-

 

3,000,000

19/08/2016

 

19/08/2021 **

 

£0.65

 

1,959,599

 

-

 

-

 

(90,617)

 

1,868,982

19/08/2016

 

19/08/2021 *

 

£0.65

 

1,116,984

 

-

 

-

 

(758,291)

 

358,693

19/08/2017

 

19/08/2022 **

 

£1.15

 

-

 

449,314

 

-

 

-

 

449,314

19/08/2017

 

19/08/2022 *

 

£1.15

 

-

 

271,014

 

-

 

-

 

271,014

 

 

 

 

 

 

8,615,909

 

720,328

 

-

 

(1,288,387)

 

8,047,850

 

*

 

EIP - Options

**

 

LSP

 

The weighted average remaining contractual life of the share plan outstanding at the end of the financial year was 2 years (2018: 4 years).

 

The share-based payment expense for the year was a benefit of A$1,036,000 (2018: an expense of A$878,000). There is a benefit in the current year mainly due to vesting conditions for the FY 18 grant not being met so all the related options were forfeited. The benefit is also a result of the leavers in the restructure and the resignation of the previous Chairman resulting in their respective options being forfeited. 

 

 

Note 32. Events after the reporting period

 

In September 2019, the Group finalised a share placement for A$23,329,000. Net proceeds after considering the share issue costs of A$708,000 was A$22,621,000. The total number of new shares issued under the placement was 640,376,083 bringing the total shares on issue to 794,707,735. As part of the share placement, the Group agreed with its financier Hong Kong and Shanghai Banking Corporation Plc ('HSBC') to extinguish all borrowing facilities, Corporate Guarantees and Indemnities with a repayment of A$10,914,000 in September 2019. As part of this repayment HSBC agreed to provide the Group with a debt forgiveness amount of A$7,753,000.

 

On 13 November 2019, the business entered into a leasing agreement for a new warehouse in Australia. The agreement involves the surrender of the existing warehouse lease including the waiving of any make good provision and no early termination charges being applied on the existing warehouse lease surrender. The agreement also includes an upfront cash incentive payment to cover the relocation costs. The new warehouse is less than 75% of the area of the current facility and aligns with the business's strategy of selling down 'ownbuy' inventory and operating an inventory light business. The lease is for 6 years and includes a break clause after 3 years which is roughly in line with the current warehouse lease period end.

 

No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

 

 

 

 


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