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HIREMII LIMITED — Interim / Quarterly Report 2021
May 6, 2021
65064_rns_2021-05-06_67a16fcf-e838-4fff-8d46-5112803cdd98.pdf
Interim / Quarterly Report
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ONCONTRACTOR PTY LTD ABN 93 609 820 402
Interim Report - 31 December 2020
ONCONTRACTOR PTY LTD Directors' report 31 December 2020
The directors present their report, together with the financial statements of Oncontractor Pty Ltd (referred to hereafter as the 'company'') 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 Oncontractor Pty Ltd during the whole of the financial half-year and up to the date of this report, unless otherwise stated:
Christopher Brophy (appointed 28 July 2020, resigned 9 December 2020; reappointed 18 January 2021) Conor O’Brien (appointed 28 July 2020)
Andrew Kirkwood (appointed 28 July 2020, resigned 23 December 2020) David Buckingham (appointed 15 September 2020, resigned 8 December 2020)
Principal activities
During the financial half-year the principal continuing activities of the Company consisted of:
-
Labour hire
-
Recruitment
-
Software as a service
Review of operations
The loss for the Company after providing for income tax amounted to $1,545,121 (2019: $675,665).
Significant Changes in State of Affairs
There were no significant changes in the state of affairs of the Company during the financial half-year.
Significant Events after Reporting Date
On 19 February 2021, Hiremii Ltd acquired all the issued capital of Oncontractor Pty Ltd through Share Sale Agreements executed by all individual shareholders of Oncontractor Pty Ltd.
Subsequent to period end, Oncontractor raised $500,000 (before costs) through the issue of Convertible Notes. The Convertible Notes will convert into fully paid ordinary shares in Hiremii Ltd at the IPO. The conversion price will be 14c (or 30% discount to the listing price) and will result in the issue of 3,571,429 shares in the capital of Hiremii Limited.
The impact of the Coronavirus (COVID-19) pandemic is ongoing. It is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
No other matters or circumstances have arisen since the end of the reporting date which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
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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_________Christopher Brophy Director
15 March 2021 Perth
1
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RSM Australia Partners
Level 32, Exchange Tower 2 The Esplanade WA 6000 GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the financial report of Oncontractor Pty 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:
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(i) The auditor independence requirements of the Corporations Act 2001 in relation to the review; and
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(ii) Any applicable code of professional conduct in relation to the review.
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David Wall Partner RSM Australia Partners
Perth, WA Dated: 15 March 2021
THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
ONCONTRACTOR PTY LTD Contents 31 December 2020
| Statement of profit or loss and other comprehensive income | 4 |
|---|---|
| Statement of financial position | 5 |
| Statement of changes in equity | 6 |
| Statement of cash flows | 7 |
| Notes to the financial statements | 8 |
| Directors' declaration | 11 |
| Independent auditor's review report to the members of Oncontractor Pty Ltd | 12 |
General information
The financial statements cover Oncontractor Pty Ltd at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Oncontractor Pty Ltd's functional and presentation currency.
Oncontractor Pty Ltd is a proprietary limited company, incorporated and domiciled in Australia. Its registered office and principal place of business are:
Registered office Principal place of business 198 Stirling Street 198 Stirling Street Perth WA 6000 Perth WA 6000
A description of the nature of the Company’s operations and its principal activities are included in the directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 15 March 2021.
3
ONCONTRACTOR PTY LTD Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2020
| Note Revenue Sales revenue 4 Other income Expenses Operating expenses Employee benefit expenses Research & Development expenses Professional and consulting fees Depreciation and amortisation expenses Other expenses Finance costs Loss before income tax expense Income tax expense Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive loss for the half-year Loss per share attributable to the owners of Oncontractor Pty Ltd Basic and diluted loss per share (cents per share) |
31 Dec 2020 $ 3,523,651 17,500 (3,233,040) (908,506) (325,042) (268,215) (53,888) (276,079) (21,502) |
31 Dec 2019 (unaudited) $ 2,649,971 5,207 (2,413,944) (217,165) (337,294) (176,375) (43,473) (132,544) (10,048) |
31 Dec 2019 (unaudited) $ 2,649,971 5,207 (2,413,944) (217,165) (337,294) (176,375) (43,473) (132,544) (10,048) |
|---|---|---|---|
| (1,545,121) - |
(675,665) - |
||
| (1,545,121) | (675,665) | ||
| - | - | ||
| (1,545,121) | (675,665) | ||
| Cents (2.74) |
Cents (1.33) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
4
ONCONTRACTOR PTY LTD Statement of financial position As at 31 December 2020
| Note Assets Current assets Cash and cash equivalents Trade and other receivables Receivable from related parties Other current receivables Total current assets Non-current assets Property, plant & equipment Right of use assets Web development Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Lease liabilities 5 Employee benefits Borrowings 6 Total current liabilities Non-current liabilities Lease liabilities 5 Total non-current liabilities Total liabilities Net assets Equity Issued capital 7 Reserves Accumulated losses Total equity |
31 Dec 2020 $ 508,670 440,173 77,762 - |
30 Jun 2020 $ 1,981,117 956,000 - 185,410 |
|---|---|---|
| 1,026,605 | 3,122,527 | |
| 22,654 77,882 72,307 |
14,206 127,573 - |
|
| 172,843 | 141,779 | |
| 1,199,448 | 3,264,306 | |
| 1,530,643 41,566 - 2,285,000 |
1,972,091 63,812 34,797 2,285,000 |
|
| 3,857,209 | 4,355,700 | |
| 50,269 | 71,515 | |
| 50,269 | 71,515 | |
| 3,907,478 | 4,427,215 | |
| (2,708,030) | (1,162,909) | |
| 1,631,692 320,645 (4,660,367) |
1,631,692 320,645 (3,115,246) |
|
| (2,708,030) | (1,162,909) |
The above statement of financial position should be read in conjunction with the accompanying notes
5
ONCONTRACTOR PTY LTD 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 loss for the half-year Issue of ordinary shares, net of transaction costs Balance at 31 December 2019 Consolidated Balance at 1 July 2020 Loss after income tax expense for the half- year Other comprehensive income for the half- year, net of tax Total comprehensive loss for the half-year Balance at 31 December 2020 |
Issued Capital $ 976,712 - - |
Other equity $ 194,000 - - - (194,000) - Other equity $ - - - |
Reserves $ Accumulated losses $ - (1,203,204) - (675,665) - - - - (675,665) - - (1,878,869) Reserves $ Accumulated losses $ 320,645 (3,115,246) - (1,545,121) - - (1,545,121) 320,645 (4,660,367) |
Total equity $ (32,492) (675,665) - (675,665) 503,000 (205,157) Total equity $ (1,162,909) (1,545,121) - |
||
|---|---|---|---|---|---|---|
| - 697,000 |
||||||
| 1,673,712 | ||||||
| Issued capital $ 1,631,692 - - |
||||||
| - | - | (1,545,121) | ||||
| 1,631,692 | - | (2,708,030) |
The above statement of changes in equity should be read in conjunction with the accompanying notes
6
ONCONTRACTOR PTY LTD Statement of cash flows For the half-year ended 31 December 2020
| Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest Received Other revenue Interest and finance costs paid Net cash used in operating activities 11 Cash flows from investing activities Payments for property, plant and equipment Payment for intangibles Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Proceeds from issue of shares Repayment of lease liabilities Net cash from / (used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Cash and cash equivalents at the end of the financial half-year |
31 Dec 2020 $ 4,039,382 (5,489,479) |
31 Dec 2019 (unaudited) $ 1,781,989 (2,410,149) |
|---|---|---|
| 96 17,500 (21,502) |
- - (6,820) |
|
| (1,454,003) | (634,980) | |
| (12,645) (72,307) |
(19,647) - |
|
| (84,952) | (19,647) | |
| 110,000 - (43,492) |
337,202 487,000 (33,005) |
|
| 66,508 | 791,197 | |
| (1,472,447) 1,981,117 |
136,570 256,400 |
|
| 508,670 | 392,970 |
The above statement of cash flows should be read in conjunction with the accompanying notes
7
ONCONTRACTOR PTY LTD Notes to the financial statements 31 December 2020
Note 1. Significant accounting policies
These general purpose financial statements for the interim 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 annual report for the year ended 30 June 2020 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
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 Company 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.
Note 2. Going concern
These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the company incurred a loss of $1,545,121, had net cash outflows from operating activities and investing activities of $1,454,003 and $84,952 respectively for the period ended 31 December 2020. As at that date, the company had net current liabilities of $2,830,604 and net liabilities of $2,708,030.
The Directors are of the view that there are reasonable grounds to believe that the Company will continue as a going concern, after consideration of the following factors:
-
The company has commenced activities towards an initial public offer (IPO) scheduled to occur prior to 30 June 2021.
-
During the prior financial year, the company successfully raised $2,285,000 via issue of convertible notes for a term of 24 months from draw down date. As per terms of convertible loan agreement, on liquidity event or private placement event or change of control event, the convertible loan will be converted into variable number of shares at the lower of $0.12 and a 40% discount to the share price offered under an equity capital raising pursuant to an IPO or under the private placement investment or under the change of control event. In event other than liquidity event or private placement event or change of control event, the company has option to issue predetermined number of shares or repay cash plus interest at 8% within 14 days of the termination date.
-
As disclosed in note 10, subsequent to end of the reporting period, the company has successfully raised $500,000 via issue of convertible notes for a term of 6 months from the draw date. As per terms of convertible loan agreement, on liquidity event or private placement event or change of control event, the convertible loan will be converted into variable number of shares at the lower of $0.14 and a 30% discount to the share price offered under an equity capital raising pursuant to an IPO or under the private placement investment or under the change of control event. In event other than liquidity event or private placement event or change of control event, the company has option to issue predetermined number of shares or repay cash plus interest at 8% within 14 days of the termination date.
-
The company has the ability to curtail administrative, discretionary expenditure and overhead cash outflows as and when required.
Accordingly, the Directors believe that the company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.
Note 3. Segment Information
The company operates predominantly in one business and geographical segment being software based labour hire and recruitment services throughout Australia.
8
ONCONTRACTOR PTY LTD Notes to the financial statements 31 December 2020
Note 4. Revenue
| From continuing operations Revenue from contracts with customers Labour hire and recruitment services Revenue from continuing operations |
31 Dec 2020 $ 3,523,651 |
31 Dec 2019 Unaudited $ 2,649,971 |
|---|---|---|
| 3,523,651 | 2,649,971 |
Note 5. Lease Liabilities
| Current Lease liability Non-Current Lease liability Note 6. Current liabilities - borrowings Convertible notes 7. Equity - issued capital Ordinary shares - fully paid |
31 Dec 2020 Shares 56,325,975 |
30 Jun 2020 Shares 56,325,975 |
31 Dec 2020 $ 41,566 |
30 Jun 2020 $ 63,812 |
|---|---|---|---|---|
| 50,269 | 71,515 | |||
| 31 Dec 2020 $ 2,285,000 |
30 Jun 2020 $ 2,285,000 |
|||
| 31 Dec 2020 $ 1,631,692 |
30 Jun 2020 $ 1,631,692 |
Note 6. Current liabilities - borrowings
7. Equity - issued capital
Note 8. Equity – dividends
The Company did not declare or pay any dividends for the half year ended 31 December 2020.
Note 9. Contingent liabilities
There has been no change in contingent liabilities or contingent assets since the last annual reporting date.
9
ONCONTRACTOR PTY LTD Notes to the financial statements 31 December 2020
Note 10. Events after the reporting period
On 19 February 2021, Hiremii Ltd acquired all the issued capital of Oncontractor Pty Ltd through Share Sale Agreements executed by all individual shareholders of Oncontractor Pty Ltd.
Subsequent to period end, Oncontractor raised $500,000 (before costs) through the issue of Convertible Notes. The Convertible Notes will convert into fully paid ordinary shares in Hiremii Ltd at the IPO. The conversion price will be 14c (or 30% discount to the listing price) and will result in the issue of 3,571,429 shares in the capital of Hiremii Limited.
The impact of the Coronavirus (COVID-19) pandemic is ongoing. It is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
No other matters or circumstances have arisen since the end of the reporting date which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
Note 11. Reconciliation of profit after income tax to net cash from operating activities
| (Loss) after income tax expense for the half-year Adjustments for: Depreciation and amortisation Share-based payments Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Increase/(decrease) in trade and other payables Increase in employee benefits Finance Cost Net cash used in operating activities |
31 Dec 2020 $ (1,545,121) 53,888 - 513,475 (476,245) - - |
31 Dec 2019 Unaudited $ (675,665) 43,473 (922,783) 948,474 (31,707) 3,228 |
|---|---|---|
| (1,454,003) | (634,980) |
10
ONCONTRACTOR PTY LTD 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 Company'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 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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_________Christopher Brophy Director 15 March 2021 Perth
11
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RSM Australia Partners
Level 32, Exchange Tower, 2 The Esplanade WA 6000 GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REVIEW REPORT To the Members of Oncontractor Pty Ltd
We have reviewed the accompanying half-year financial report of Oncontractor Pty Ltd ( Company ) which comprises the statement of financial position as at 31 December 2020, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.
Directors’ responsibility for the half-year 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 is free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, 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 Company’s financial position as at 31 December 2020 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Oncontractor Pty Ltd, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
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.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Oncontractor Pty Ltd, would be in the same terms if given to the directors as at the time of this auditor's review report .
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
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Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Oncontractor Pty Ltd is not in accordance with the Corporations Act 2001 , including:
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(a) Giving a true and fair view of the Company’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and
-
(b) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Other matters
The financial report of the Company for the year ended 30 June 2020 was audited and we expressed an unmodified opinion on that financial report on 26 November 2020. The financial report of the Company for the period ended 31 December 2019 was not audited.
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David Wall Partner RSM Australia Partners
Perth, WA Dated: 16 March 2021