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BUTN LIMITED — Interim / Quarterly Report 2021
Jul 1, 2021
64580_rns_2021-07-01_f3167a21-97b3-412f-a5f0-f812e3f37ef3.pdf
Interim / Quarterly Report
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Butn Limited
ABN 42 644 182 883
Half-year report - 31 December 2020
Butn Limited Directors' report 31 December 2020
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity' or ‘Group’) consisting of Butn Limited (referred to hereafter as the 'company' or 'parent') and the entities it controlled at the end of, or during, the half-year ended 31 December 2020.
Directors
The following persons were directors of Butn Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:
Rael Ross (appointed 9 September 2020) Walter Rapoport (appointed 9 September 2020) Suzanne Ewart (appointed 18 September 2020) Michael John Hirst (appointed 18 September 2020) Georg Johann Chmiel (appointed 18 September 2020)
Principal activities
Butn Limited is an Australian based finance group, providing transactional funding to small and medium enterprises. This includes factoring, supply chain finance and commission advancement across a wide range of industries. In addition, the Group has been developing a fintech solution to extend its funding approach and leverage reach through third party platforms.
Dividends
There were no dividends paid, recommended or declared during the period.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $1,179,055 (31 December 2019: $232,443).
The half-year saw substantial origination growth in transactional funding to small and medium enterprises. The Group continued to develop its fintech solution, with initial transactions commencing December 2020 significantly increasing the Group’s addressable market. On the back of continued business growth, combined with its emerging fintech solution, the Group undertook and successfully closed an oversubscribed $7.5 million (before costs) convertible note issue as well as progressing other potential debt and equity opportunities.
Significant changes in the state of affairs
On 9 September 2020, the Group undertook an internal corporate restructure whereby the shareholders in Action Funding Group Pty Ltd exchanged their shares in that company for shares in Butn Limited in a “top hat restructure”. Each shareholder’s proportionate interest in Action Funding Group Pty Ltd was not altered as a result of the restructure. Prior to the restructure, Action Funding Group Pty Ltd was the parent company of the Group, however the effect of the restructure was to interpose Butn Limited as the new legal parent of the Group. While Butn Limited became the legal parent of the Group, this did not result in a business combination for accounting purposes with the restructure accounted for as a capital reorganisation by Butn Limited. The financial statements of Butn Limited present a continuation of the existing Action Funding Group Pty Ltd. Assets and liabilities are recorded at their existing values in the statement of financial position of Butn Limited. The statement of financial performance is a continuation of the existing statement of financial performance for Action Funding Group Pty Ltd. As Butn Limited was only incorporated in September 2020, there is no historical financial information for Butn Limited. As such, the historical comparative financial information is the consolidated financial information of Action Funding Group Pty Ltd.
Other than those disclosed in the financial statements, no other significant changes occurred in the state of affairs of the consolidated entity during the financial half-year.
Matters subsequent to the end of the financial half-year
Other than those disclosed in the financial statements, no other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
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Butn Limited Directors' report 31 December 2020
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.
This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
On behalf of the directors
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_____ _______
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Walter Rapoport, Director Rael Ross, Director Dated: 18[th] March 2021
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Tel: +61 3 9603 1700 Collins Square, Tower Four Fax: +61 3 9602 3870 Level 18, 727 Collins Street www.bdo.com.au Melbourne VIC 3008 GPO Box 5099 Melbourne VIC 3001 Australia
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DECLARATION OF INDEPENDENCE BY JAMES DIXON TO THE DIRECTORS OF BUTN LIMITED
As lead auditor for the review of Butn Ltd for the half-year ended 31 December 2020, I declare that, to the best of my knowledge and belief, there have been:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and
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No contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Butn Ltd and the entities it controlled during the period.
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James Dixon Director
BDO Audit Pty Ltd
Melbourne, 18 March 2021
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Butn Limited Contents 31 December 2020
Statement of profit or loss and other comprehensive income 5 Statement of financial position 6 Statement of changes in equity 7 Statement of cash flows 8 Notes to the financial statements 9 Directors' declaration 16 Independent auditor's review report to the members of Butn Limited 17
General information
The financial statements cover Butn Limited as a consolidated entity consisting of Butn Limited and the entities it controlled at the half-year. The financial statements are presented in Australian dollars, which is Butn Limited’s functional and presentation currency.
Butn Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
Registered office
Principal place of business
Level 25, 525 Collins Street, MELBOURNE VIC 3000 Suite 10, 229 Balaclava Road CAULFIELD NORTH VIC 3161
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Butn Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2020
| Note Revenue 3 Operating expenses Employee expenses Other expenses 4 Occupancy Interest revenue Depreciation and amortisation expense 4 Finance costs 4 Loss before income tax Income tax (expense)/benefit Loss after income tax for the half-year attributable to the owners of Butn Limited Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year attributable to the owners of Butn Limited |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 2,412,808 2,397,249 (675,109) (470,904) (1,125,404) (902,999) (35,543) (7,805) |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 2,412,808 2,397,249 (675,109) (470,904) (1,125,404) (902,999) (35,543) (7,805) |
|---|---|---|
| 576,752 3,869 (258,256) (1,861,155) |
1,015,541 10,893 (174,186) (1,072,607) |
|
| (1,538,790) 359,735 |
(220,359) (12,084) |
|
| (1,179,055) - |
(232,443) - |
|
| (1,179,055) | (232,443) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
5
Butn Limited Statement of financial position As at 31 December 2020
| Note Assets Current assets Cash and cash equivalents 5 Trade and other receivables 6 Other 7 Total current assets Non-current assets Right-of-use assets Intangibles 8 Deferred tax Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings and embedded derivative 9 Lease liabilities Income tax Provisions Other Total current liabilities Non-current liabilities Borrowings 10 Deferred tax Provisions Total non-current liabilities Total liabilities Net assets/(liabilities) Equity Issued capital 13 Capital reconstruction reserve Accumulated losses Total equity / (deficiency) |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 18,472,088 9,923,219 25,533,987 28,966,866 619,051 135,409 |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 18,472,088 9,923,219 25,533,987 28,966,866 619,051 135,409 |
|---|---|---|
| 44,625,126 | 39,025,494 | |
| - 4,470,043 618,866 |
6,770 4,082,784 271,414 |
|
| 5,088,909 | 4,360,968 | |
| 49,714,035 | 43,386,462 | |
| 722,153 2,894,659 - 32,574 173,322 926,540 |
325,264 909,307 7,234 52,267 165,629 973,753 |
|
| 4,749,248 | 2,433,454 | |
| 41,765,403 - 31,731 |
41,833,288 1,862 24,900 |
|
| 41,797,134 | 41,860,050 | |
| 46,546,382 | 44,293,504 | |
| 3,167,653 | (907,042) | |
| 5,253,762 (548,149) (1,537,960) |
12 (548,149) (358,905) |
|
| 3,167,653 | (907,042) |
The above statement of financial position should be read in conjunction with the accompanying notes
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Butn Limited Statement of changes in equity For the half-year ended 31 December 2020
| Consolidated Balance at 1 July 2019 Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Balance at 31 December 2019 Consolidated Balance at 1 July 2020 Loss after income tax benefit for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Convertible notes issued Transaction costs associated with convertible notes Balance at 31 December 2020 |
Issued capital $ 12 - - |
Capital restructure reserve $ - - - |
Accumulated losses $ (252) (232,443) - (232,443) (232,695) Accumulated losses $ (358,905) (1,179,055) - (1,179,055) - - (1,537,960) |
Total deficiency $ (240) (232,443) - |
|---|---|---|---|---|
| - | - | (232,443) | ||
| 12 | - | (232,683) | ||
| Issued capital $ 12 |
Capital restructure reserve $ (548,149) |
Total equity $ (907,042) |
||
| - - |
- - |
(1,179,055) - |
||
| - 5,625,000 (371,250) |
- - - |
(1,179,055) 5,625,000 (371,250) |
||
| 5,253,762 | (548,149) | 3,167,653 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
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Butn Limited Statement of cash flows For the half-year ended 31 December 2020
| Note Cash flows from operating activities Receipts from client receivables Payments to clients Payments to suppliers and employees Interest received Interest paid Taxes paid Net cash from/(used) in operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for intangibles Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Transaction costs on borrowings Repayment of borrowings Proceeds from convertible notes Transaction costs on convertible notes Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Cash and cash equivalents at the end of the financial half-year 5 |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 103,555,378 61,698,785 (97,510,854) (72,378,992) (1,720,843) (1,319,620) 3,869 10,893 (1,606,094) (917,370) - (13,657) 2,721,456 (12,919,961) - (457) (970,801) (27,025) (970,801) (27,482) - 23,750,000 - (148,500) (206,786) (128,364) 7,500,000 - (495,000) - 6,798,214 23,473,136 8,548,869 10,525,693 9,923,219 2,137,559 18,472,088 12,663,252 |
|---|---|
| 2,721,456 | |
| - (970,801) |
|
| (970,801) | |
| - - (206,786) 7,500,000 (495,000) |
|
| 6,798,214 | |
| 8,548,869 9,923,219 |
|
| 18,472,088 |
The above statement of cash flows should be read in conjunction with the accompanying notes
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Butn Limited Notes to the financial statements 31 December 2020
Note 1. Significant accounting policies
These general purpose financial statements for the half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the Action Funding Group Pty Ltd annual report for the year ended 30 June 2020.
The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Reissued financial statements
The previously issued financial statements of the Group for the half-year period ended 31 December 2020 approved on 8 February 2021 have been withdrawn and are replaced by financial statements dated 18[th] March 2021. The financial report has been reissued due to the convertible notes issued not previously being recognised as an embedded derivative liability measured at fair value with changes recorded in profit and loss and a residual equity component recognised within issued capital. As a result, the financial statements have been impacted as follows:
| Previously | Adjustment | Restated and | |
|---|---|---|---|
| issued | reissued | ||
| $ | $ | $ | |
| Borrowings (and embedded derivative) | (8,090,673) | (5,196,014) | (2,894,659) |
| Current liabilities | (9,945,262) | (5,196,014) | (4,749,248) |
| Total liabilities | (51,742,396) | (5,196,014) | (46,546,382) |
| Net assets/(liabilities) | (2,028,361) | (5,196,014) | 3,167,653 |
| Issued capital | (12) | 5,253,750 | (5,253,762) |
| Accumulated losses | (1,480,224) | 57,736 | (1,537,960) |
| Finance Costs | (1,803,419) | 57,736 | (1,861,155) |
| Loss before income tax | (1,481,054) | 57,736 | (1,538,790) |
| Loss after income tax | (1,121,319) | 57,736 | (1,179,055) |
Note 2. Accounting for the internal corporate restructure
On 9 September 2020, the Group undertook a corporate restructure whereby the shareholders in Action Funding Group Pty Ltd exchanged their shares in that company for shares in Butn Limited in a “top hat restructure”. Each shareholder’s proportionate interest in Action Funding Group Pty Ltd was not altered as a result of the restructure. Prior to the restructure, Action Funding Group Pty Ltd was the parent company of the Group, however the effect of the restructure was to interpose Butn Limited as the new legal parent of the Group. While Butn Limited became the legal parent of the Group, this did not result in a business combination for accounting purposes with the restructure accounted for as a capital reorganisation by Butn Limited. The financial statements of Butn Limited present a continuation of the existing Action Funding Group Pty Ltd. Assets and liabilities are recorded at their existing values in the statement of financial position of Butn Limited. The statement of financial performance is a continuation of the existing statement of financial performance for Action Funding Group Pty Ltd. As Butn Limited was only incorporated in September 2020, there is no historical financial information for Butn Limited. As such, the historical comparative financial information is the consolidated financial information of Action Funding Group Pty Ltd.
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Butn Limited Notes to the financial statements 31 December 2020
Note 3. Revenue
| Revenue from customers Other revenue Other revenue (principally government grants) Revenue |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 2,279,808 2,397,249 |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 2,279,808 2,397,249 |
|---|---|---|
| 133,000 | - | |
| 2,412,808 | 2,397,249 |
Note 4. Expenses
| Loss before income tax includes the following specific expenses: Depreciation Fixtures and fittings Amortisation Customer list Borrowing and formation costs Right of use assets Total amortisation Total depreciation and amortisation Finance costs Interest and finance charges Transaction costs on embedded derivative Fair value adjustment on embedded derivative Finance costs expensed Superannuation expense Defined contribution superannuation expense Other expenses Allowance for expected credit losses Computer expenses Insurance Legal fees Sundry expenses |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ - 457 |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ - 457 |
|---|---|---|
| 82,844 168,642 6,770 |
82,844 65,974 24,911 |
|
| 258,256 | 173,729 | |
| 258,256 | 174,186 | |
| 1,612,405 123,750 125,000 |
1,072,607 - - |
|
| 1,861,155 | 1,072,607 | |
| 55,153 | 35,056 | |
| 65,000 249,292 168,445 149,342 493,325 |
- 27,618 65,537 174,269 635,575 |
|
| 1,125,404 | 902,999 |
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Butn Limited Notes to the financial statements 31 December 2020
Note 5. Current assets - cash and cash equivalents
| Cash on hand Cash at bank Cash on deposit |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 1,198 1,199 18,469,607 9,920,737 1,283 1,283 |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 1,198 1,199 18,469,607 9,920,737 1,283 1,283 |
|---|---|---|
| 18,472,088 | 9,923,219 |
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earns interest at the respective short-term deposit rates.
Restricted cash represents cash held by the entity that has a specific usage purpose as required by the funding arrangements described in Note 10. Restricted cash is combined for the purpose of presentation in the statement of balance sheet and the statement of cash flows. As at 31 December 2020, $12,715,738 of the cash and cash equivalents disclosed above is classified as restricted and can only be used to fund trade receivables.
Note 6. Current assets - trade and other receivables
| Trade receivables Less: Allowance for expected credit losses Other receivables |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 25,284,262 29,154,866 (280,000) (215,000) |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 25,284,262 29,154,866 (280,000) (215,000) |
|---|---|---|
| 25,004,262 | 28,939,866 | |
| 529,725 | 27,000 | |
| 25,533,987 | 28,966,866 |
Trade receivables are generally settled on terms of between 30 and 90 days. Customer credit risk is influenced by individual customers. The majority of debtors are major retailers and insurance companies with established credit worthiness. The Group also has recourse and / or security to its underlying clients in certain circumstances. New clients are assessed in advance of trading and monitored on an ongoing basis to minimise bad debts. For trade and other receivables the Group applies a simplified approach in calculating expected credit losses (ECLs). The Group recognises a loss allowance based on lifetime ECLs at each reporting date incorporating its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is considered by the Group to be in default and is written off when internal or external information indicates that there is no reasonable expectation of recovering the contractual cash flows.
Note 7. Current assets - other
| Prepayments Other current assets |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 564,051 85,409 55,000 50,000 |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 564,051 85,409 55,000 50,000 |
|---|---|---|
| 619,051 | 135,409 |
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Butn Limited Notes to the financial statements 31 December 2020
Note 8. Non-current assets - intangibles
| Customer list - at cost Less: Accumulated amortisation Intellectual property - at cost Less: Research & development tax offset Borrowing costs Less: Accumulated amortisation Formation costs |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 2,485,328 2,485,328 (748,763) (665,919) |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 2,485,328 2,485,328 (748,763) (665,919) |
|---|---|---|
| 1,736,565 | 1,819,409 | |
| 2,503,157 (529,725) |
1,334,686 - |
|
| 1,973,432 | 1,334,686 | |
| 1,278,750 (520,504) |
1,278,750 (351,861) |
|
| 758,246 | 926,889 | |
| 1,800 | 1,800 | |
| 4,470,043 | 4,082,784 |
Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:
| Consolidated Balance at 1 July 2020 Additions Amortisation expense Research & Development tax offset Balance at 31 December 2020 |
Borrowing costs $ 926,889 - (168,643) |
Intellectual property $ 1,334,686 1,168,471 - - (529,725) |
Customer list $ 1,819,409 - (82,844) - |
Formation cost $ 1,800 - - - |
Total $ 4,082,784 1,168,471 (251,487) (529,725) |
|---|---|---|---|---|---|
| 758,246 | 1,973,432 | 1,736,565 | 1,800 | 4,470,043 |
Note 9. Current liabilities – borrowings and embedded derivative
| Credit card Loan - Action Funding (Aust) Pty Ltd Loan - BOQ finance Recognition of embedded derivative Fair value adjustment on embedded derivative |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ - 12,836 820,897 810,283 73,762 86,188 1,875,000 125,000 - |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ - 12,836 820,897 810,283 73,762 86,188 1,875,000 125,000 - |
|---|---|---|
| 2,894,659 | 909,307 |
The company issued $7.5 million convertible notes in November 2020 as part of a Pre IPO capital raising. The convertible notes have a maximum 12 month term, a 10% capitalised coupon rate and convert to equity at the earlier of an IPO (at a discount to the IPO price) or term maturity. Under AASB 9 an embedded derivative is separated from the host contract, valued first and the residual classified as equity on the basis of a mandatory conversion at maturity as disclosed in Note 13. The fair value of the embedded derivative has been determined with reference to the underlying differential in value between the issue date and maturity and the probabilities of the conversion. The embedded derivative is fair valued at each reporting period, with fair value adjustments taken to the profit and loss. Transaction costs associated with the embedded derivative have been expensed.
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Butn Limited Notes to the financial statements 31 December 2020
Note 10. Non-current liabilities - borrowings
| Loan - Shareholders Loan - AMAL Trustees Pty Ltd (AFC 2018-1 Trust) Loan - AMAL Trustees Pty Ltd (AFC 2019-1 Trust) |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 3,765,403 3,833,288 14,250,000 14,250,000 23,750,000 23,750,000 |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 3,765,403 3,833,288 14,250,000 14,250,000 23,750,000 23,750,000 |
|---|---|---|
| 41,765,403 | 41,833,288 |
Loan – AMAL Trustees Pty Ltd
AFC 2018-1 Trust
In November 2018 the Group entered a corporate bond agreement with AMAL Trustees Pty Ltd to provide Australian dollar, fix rate debt funding to grow its loan book as follows:
| Class A Class B |
Amount Interest Rate per annum, payable monthly $12,750,000 8% $1,500,000 12% $14,250,000 |
|---|---|
After 3 years there is a call option at which time the Group can pay back the bonds. Alternatively, if the option is not taken, there is an interest increase with AFC 2018-1 Trust Class A bonds stepping up to 12% per annum and AFC 2018-1 Trust Class B bonds to 16% per annum. The AFC 2018-1 Trust bonds mature in November 2022.
AFC 2019-1 Trust
In July 2019 the Group entered a further corporate bond agreement with AMAL Trustees Pty Ltd to provide additional Australian dollar, fix rate debt funding to support loan book growth as follows:
| Class A Class B |
Amount Interest Rate per annum, payable monthly $21,250,000 8% $2,500,000 12% $23,750,000 |
|---|---|
After 3 years there is a call option as which the Group can pay back the bonds. Alternatively, if the option is not taken, there is an interest increase with AFC 2019-1 Trust Class A bonds stepping up to 12% per annum and AFC 2019-1 Trust Class B bonds to 16% per annum. The AFC 2019-1 Trust bonds mature in July 2023.
The AFC 2018-1 and AFC 2019-1 Trust bonds are secured against the funded trade receivables.
Loan - Shareholders
The company has previously entered into loan agreements with Why R Pty Ltd (an entity associated with Rael Ross) and Walter Rapoport being directors and shareholders of the Group. The loans are unsecured and have no specific maturity. The loan amount includes $750,000 of AFC 2018-1 Trust Class C bonds and $1,25 0 ,000 AFC 2019-1 Trust Class C bonds which earn no interest and incur losses in priority to the AFC 2018-1 and 2019-1 Trust Class A and B bonds.
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Butn Limited Notes to the financial statements 31 December 2020
Note 11. Operating Segments
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (the directors) in order to allocate resources to the segment and assess performance. During the period the Group had one operating segment being transactional funding. Accordingly, the financial information presented in the consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position is the same as presented to the chief operating decision maker.
Note 12. Earnings per share
| Consolidated 31 Dec 2020 31 Dec 2019 $ $ Loss after income tax attributable to the owners of Butn Limited (1,179,055) (232,443) Consolidated 31 Dec 2020 31 Dec 2019 Weighted average number of ordinary shares used in calculating basic loss per share 12 12 Consolidated 31 Dec 2020 31 Dec 2019 $ $ Basic loss per share (dollars) (98,255) (19,370) Diluted loss per share (dollars) (98,255) (19,370) Any securities that may potentially dilute basic earnings per share have not been included because they are anti-dilutive for the period presented. Note 13. Issued capital Consolidated 31 Dec 2020 30 Jun 2020 $ $ Issued capital 12 12 Convertible notes issued 5,625,000 - Transaction costs associated with convertible notes (371,250) - 5,253,762 12 |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ (1,179,055) (232,443) |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ (1,179,055) (232,443) |
|---|---|---|
| Consolidated 31 Dec 2020 31 Dec 2019 12 12 |
||
| 5,253,762 | 12 |
Any securities that may potentially dilute basic earnings per share have not been included because they are anti-dilutive for the period presented.
The company issued $7.5 million convertible notes in November 2020 as part of a Pre IPO capital raising. The convertible notes have a maximum 12 month term, a 10% capitalised coupon rate and convert to equity at the earlier of an IPO (at a discount to the IPO price) or term maturity. Under AASB 9 an embedded derivative is separated from the host contract, valued first as disclosed in Note 9, and the residual classified as equity on the basis of a mandatory conversion at maturity. Transaction costs associated with the convertible notes classified as equity have been offset against equity.
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Butn Limited Group Notes to the financial statements 31 December 2020
Note 14. Events after the reporting period
After the reporting period the company granted 6.8 million options designed to provide long term incentives for senior managers and directors to deliver shareholder value and to act as a key retention tool. The options convert on a 1:1 basis with ordinary shares, were issued at nil consideration, have an exercise price equal to the IPO price and a maximum fiveyear term. The options are subject to the company listing and vest over three equal tranches being at time of listing, and at the 12 and 24 month anniversaries of listing subject to continued employment. The assessed fair value of the options was determined using an adjusted Black Scholes Model which included amongst other factors the exercise price, the term of the option, the share price at grant, the expected volatility, the risk-free rate for the option term and the relative liquidity of the underlying shares.
In January 2021 the company issued a further $5 million convertible notes on the same terms as those disclosed in Note 9 and Note 13 to a strategic investor as well as entering into a multi-year partnership agreement and revenue share model to build and integrate one of Butn’s products into that company’s software for use over time by its customer base.
No other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
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Butn Limited Directors' declaration 31 December 2020
In the directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and
-
there are reasonable grounds to believe that the consolidated company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the directors
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Walter Rapoport, Director Dated: 18[th] March 2021
_________ Rael Ross, Director
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Tel: +61 3 9603 1700 Fax: +61 3 9602 3870 www.bdo.com.au
Collins Square, Tower Four Level 18, 727 Collins Street Melbourne VIC 3008 GPO Box 5099 Melbourne VIC 3001 Australia
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INDEPENDENT AUDITOR’S REVIEW REPORT
To the members of Butn Limited
Report on the Half-Year Financial Report
Conclusion
We have reviewed the half-year financial report of Butn Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statements of profit or loss and other comprehensive income, the consolidated statements of changes in equity and the consolidated statements of cash flows for the half-years ended 31 December 2020 and 31 December 2019, a summary of statement of accounting policies and other explanatory information, and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:
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(i) Giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its financial performance for the half-years ended 31 December 2020 and 31 December 2019; and
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(ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be the same terms if given to the directors as at the time of this auditor’s review report.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
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Emphasis of matter: Reissue of financial report
We draw attention to Note 1 in the financial statements which discusses that the financial statements have been revised and reissued. This review report supersedes our review report on the previously issued financial report dated 8 February 2021. Our conclusion is not modified in respect of this matter.
Responsibility of the directors for the financial report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor’s responsibility for the review of the financial report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2020 and its financial performance for the half-years ended 31 December 2020 and 31 December 2019 and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
BDO Audit Pty Ltd
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James Dixon Director
Melbourne, 18 March 2021
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