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JAYRIDE GROUP LIMITED — Annual Report 2020
Sep 28, 2020
65156_rns_2020-09-28_bfadc374-8e15-480b-8a9f-99e5ca874684.pdf
Annual Report
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Jayride Group Limited ABN 49 155 285 528
Annual Report - 30 June 2020
| Jayride Group Limited | |
|---|---|
| Contents | |
| 30 June 2020 | |
| Corporate directory | 2 |
| Managing Director's letter | 3 |
| Directors' report | 5 |
| Auditor's independence declaration | 22 |
| Statement of profit or loss and other comprehensive income | 23 |
| Statement of financial position | 24 |
| Statement of changes in equity | 25 |
| Statement of cash flows | 26 |
| Notes to the financial statements | 27 |
| Directors' declaration | 58 |
| Independent auditor's report to the members of Jayride Group Limited | 59 |
| Shareholder information | 63 |
1
Jayride Group Limited Corporate directory 30 June 2020
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| Directors | Andrey Shirben - Chairman |
|---|---|
| Rodney Bishop - Managing Director | |
| Samuel Saxton | |
| Yifat Shirben | |
| Rodney Cuthbert | |
| Company Secretary | Henry Kinstlinger |
| Registered office and principal | Suite 1101 |
| place of business | 55 Clarence Street |
| Sydney NSW 2000 | |
| Email: [email protected] | |
| Share register | Computershare Investor Services Pty Limited |
| Yarra Falls | |
| 452 Johnston Street | |
| Abbotsford VIC 3067 | |
| Tel: 1300 787 272 | |
| Auditor | RSM Australia Partners |
| Level 21 | |
| 55 Collins Street | |
| Melbourne VIC 3000 | |
| Solicitors | Piper Alderman |
| Level 23 | |
| Governor Macquarie Tower | |
| 1 Farrer Place | |
| Sydney NSW 2000 | |
| Bankers | National Australia Bank |
| Northpoint Building | |
| Level 36 | |
| 100 Miller Street | |
| North Sydney NSW 2060 | |
| Stock exchange listing | The Fully Paid Ordinary Shares of Jayride Group Limited are listed on the Australian |
| Securities Exchange (ASX: JAY) | |
| Website | www.jayride.com |
| Business objectives | Jayride Group Limited has used cash and cash equivalents held at the time of listing, |
| in a way consistent with its stated business objectives. | |
| Corporate Governance Statement | The Directors and management are committed to conducting the business of Jayride |
| Group Limited in an ethical manner and in accordance with the highest standards of | |
| corporate governance. Jayride Group Limited has adopted and has substantially | |
| complied with the ASX Corporate Governance Council's Governance Principles and | |
| Recommendations (3rd edition) ('Recommendations') to the extent appropriate to the | |
| size and nature of its operations. | |
| The Corporate Governance Statement, which sets out the corporate governance | |
| practices that were in operation during the financial year and identifies and explains | |
| any Recommendations that have not been followed, has been approved at the same | |
| time as the Annual Report can be found at: | |
| https://www.jayride.com/hubfs/resources/corporate-governance/corporate- | |
| governance-statement-jayride.pdf |
2
Jayride Group Limited Managing Director's letter 30 June 2020
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Dear Shareholder,
Today I am pleased to present the Annual Report for Jayride Group Limited (‘Jayride’ or the ‘Company’) for the financial year ended 30 June 2020 (‘FY20’).
This result shows the impact of COVID-19 and how we are positioned to rebound from it across for the year ending 30 June 2021 (‘FY21’) and beyond.
Trading until March showed accelerating growth of up to +65% prior corresponding period (‘PCP’) and improving unit economics as Jayride began to build scale across its new global foundation in 109 countries.
Then at the onset of COVID-19, trips fell by 94%. We responded proactively to implement $7 million of cost savings, in a way that retained key talent to continue to build our core IP for future scale.
Also, we took deliberate action to take care of travellers and transport company payments, to strengthen our relationships, our market position, and our future earnings power.
We find our competitive position enhanced by these actions, as other global brands were not able to protect their transport companies, travellers, and team. As we proceed out of COVID-19 we have a significant opportunity to leapfrog competition and capture market share.
Overall for FY20 our result shows improvement despite COVID-19, driven by the enhancements to our platform. Revenue is stable year-on-year, and contribution from trips turned positive for our first full financial year. This was delivered through reduced cost of customer acquisition and increased average order values, while keeping variable costs controlled. COVID19 impacted this area too, of course, but the fundamental improvements made to the platform still delivered our best financial result to date.
Early signs of recovery continue from April to September. In particular, July trips are up 111% vs June which shows the speed at which volumes can recover. Trips have already returned to positive Contribution margin since June and are contributing free cash flows to the Company.
In our recovery, we are targeting Northern Hemisphere travellers and destinations – we are not limited to Australian outbound travellers – and now 90% of our trips are from outside Australia.
Looking ahead, Jayride will continue to improve its unit economics through fundamental enhancements to the platform. Accordingly, we will see continued improvement in financial performance to go forward, with higher contribution margins, even as we retain our new lower non–variable cost base.
Across the wider travel industry, the recovery continues. The International Air Transport Association (‘IATA.org’) forecasts 6.8 billion trips to and from airports in 2021, an increase from today. We find our competitive position enhanced. And, we see both travellers and travel brand partners wanting our help to get a high duty–of–care, health–secure, door–to–door travel experience that rebuilds their traveller confidence.
Assuming IATA.org forecasts hold true, in 2021, Jayride will be in the same growth position that it has always been: Serving hundreds of thousands of passenger trips, aspiring to millions of trips, in a market of billions of trips.
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Jayride Group Limited Managing Director's letter 30 June 2020
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Traveller’s rides to and from the airport remains a US$90 billion market opportunity that still has no global leading online marketplace brand for door-to-door rides. Our ambition remains unchanged, to capture that world-leading brand position, and we continue the work towards it every day.
We are early in this long-term growth trajectory and will continue to invest in this growth. Jayride has invested over $21 million in technology and systems, in our team and talent, and in our relationships with our travellers and ride service companies. This solid foundation and our ongoing commitment to growth positions us to benefit from tailwinds as the travel industry continues to recover from the COVID-19 crisis.
On behalf of the Company, I would like to thank our shareholders for their continued support throughout 2020. I would also like to thank our team for their incredible effort throughout this year and commitment to the success of our Company.
With best regards and looking forward to FY21.
Yours sincerely
Rodney Bishop Managing Director and Co-founder
Jayride Group Limited
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Jayride Group Limited Directors' report 30 June 2020
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The directors present their report, together with the financial statements, of the Company for the year ended 30 June 2020.
Directors
The following persons were directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:
Andrey Shirben - Chairman Rodney Bishop - Managing Director Samuel Saxton Yifat Shirben Rodney Cuthbert (appointed on 15 April 2020) Zhongyuan (Ross) Lin (resigned on 7 October 2019) Andrew Coppin (resigned on 3 August 2020)
Principal activities
Jayride.com (ASX:JAY) is the world’s leading publicly listed airport transfers marketplace, where travellers compare and book rides around the world. With Jayride.com, travellers can compare and book with 3,700+ ride service companies, servicing 1,600+ airports in 110+ countries around the world, including the Americas, Europe, Middle East, Africa, Asia and the Pacific.
The Jayride.com platform aggregates ride service companies and distributes them to travellers at Jayride.com; and via travel brand partners including other technology platforms, travel agencies and wholesalers. These travel brands implement Jayride APIs to sell door–to–door ride services that build traveller confidence and defend their core travel business.
Jayride’s opportunity is to create the world’s first trusted global transport brand for travellers; a brand that travellers can trust and take with them as they travel around the world. Our purpose is “to let the traveller ride like a local”.
Jayride earns the majority of its revenue from passenger trips booked, where the Company acts as an agency for the traveller with the transport company and earns a commission on sale. Travellers visit Jayride.com or a Jayride travel brand partner to book passenger trips.
Jayride receives the Total Transaction Value ('TTV') for passenger trips and holds the funds on behalf of the traveller until after travel, at which point the Company remits payment of net fares to the transport company, retaining its commission. This commission, net of refunds, is the majority of the Company's revenue.
Founded in 2012, Jayride.com is headquartered in Sydney, Australia.
No significant changes in the nature of the Company's activity have occurred during the financial year.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
1H FY20
In 1H FY20, the Company built upon its new global foundation of 1,600 airports across 110 countries, offering for the first time a truly global experience to its travellers and travel brands.
The global roll-out was the culmination of seven years of work to create a technology platform capable of serving every traveller and every transport company around the world. The expansion was the result of the Company’s long-term strategy and was primarily funded by the Company’s 2017 Pre-IPO and 2018 IPO.
With global foundation laid, Jayride growth accelerated around the globe during 1H FY20 with growth of +65% PCP. Traveller retention increased as travellers were able to use the platform to book their rides in more of their global destinations.
December trading was the Company’s strongest to date, with 53,000 passenger trips booked for the month.
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Jayride Group Limited Directors' report 30 June 2020
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The Company’s revenues continued to diversify across new B2C channels, including organic search, and new B2B travel brand partners. Revenues also diversified globally, with an increasing share of business travelling across European and Asian destination markets.
Even as the Company leaned into its new global foundation, it continued work to enhance and optimise the traveller experience.
In particular, initiatives focussed on increasing traveller retention, conversion, and optimising cost of acquisition resulted in improved unit economics and the company’s largest contribution margin after variable costs ever recorded.
The Company successfully completed an additional $5 million in equity funding in November and December in an oversubscribed and upscaled investment round, and welcomed new supportive institutional investors to its share register.
2H FY20
In 2H FY20, the Company was impacted by government restrictions on travel implemented as a solution to the COVID-19 pandemic.
The Company acted quickly at the onset of the travel restriction in March to implement $7 million of cost savings ($4 million of variable costs and $3 million of non-variable costs) to right-size the Company to outlast a severe and prolonged downturn through a new much-improved cost-base.
The $4 million of variable cost savings included the reduction in advertising and marketing expenditure and the reduction of the size of the customer service team, which was achieved while keeping service standards high on lower booking volume.
The $3 million of non-variable cost savings included reductions in operating team size and hours with team members moved to part-time roles, the ending of the Company’s office lease, and the renegotiation of key supplier contracts.
As a result of the cost savings work, Jayride’s Operating Losses reduced across 2H despite the reduction in passenger trips, with lower cost base, the Company had a lower cash burn and longer runway to outlast a downturn in travel.
Despite the reduced cost base, the Company has retained its key talent and continues to invest for future growth and scale, albeit at a slightly lower rate – product and engineering work continues to enhance the Company’s websites for travellers, and transport contracting continues to enhance the Company’s offering to travellers, to improve traveller retention, conversion and reduce the cost of traveller acquisition.
The Company took an intentional approach to protect relationships with travellers, travel brands and transport companies at the onset of COVID-19, paying $1.3 million of refunds and obligations to transport companies. Amongst its competitive set, Jayride is alone in taking this action, which positions the Company with a competitive advantage as COVID-19 passes, and increases our future earnings potential through the opportunity to leap-frog competition.
March was the Company’s lowest month for revenues; April the lowest month for passenger trips booked. Significantly all of the cancellations and refunds washed through the Company by May, and by June the Company’s bookings returned to generating positive contribution and free cash flows. Travel volume continues initial recovery since April and into FY21.
Overall performance and FY21 outlook
Regardless of COVID-19, FY20 was Jayride’s strongest financial result to date, as a direct result of the ongoing improvement to the Company’s unit economics, through focus on traveller experience, retention, conversion and acquisition.
Contribution margin after all variable costs and support was positive for the Company’s first full financial year. Operating Loss improved by 34% in FY20 compared to FY19. And the Company’s 65% PCP growth in 1H offset the loss from COVID-19 to keep revenues steady for the year at $3.2 million.
The fundamental improvements that drove these strong financial results remain in place, and as travel volume returns in FY21, the Company is positioned to generate strong cash flows from the recovery in travel.
Looking ahead to FY21, the Company is positioned to continue to improve unit economics through continued improvement to the platform, and also positioned to continue growth, through capturing market share in new destinations and from distressed competitors in the global industry.
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Jayride Group Limited Directors' report 30 June 2020
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Significant changes in the state of affairs
The Company raised $5 million in equity funding via share purchase plan ('SPP') and placement in November and December 2019. The Company completed a restructure in March 2020 in response to COVID-19 resulting in an expected reduction in salary costs, office lease costs and key suppliers cost cumulatively amounting to $3 million per annum.
There were no other significant changes in the state of affairs of the Company during the financial year.
Matters subsequent to the end of the financial year
The Company's trading in Q1 FY21 continued to be materially impacted by the COVID-19 pandemic in line with the Company's forecasts and market disclosures. The Company continues to operate on the assumption that travel will increase gradually during FY21 and it will achieve pre-COVID-19 levels during FY22.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.
Likely developments and expected results of operations
Jayride is impacted by COVID-19 and its revenues are highly sensitive to restrictions on the global travel industry. If travel volumes return in FY21, Jayride is positioned to grow revenues. The Company considers this a likely development, and also has contingency plans in place in case travel volumes return at faster or slower rates than forecast.
Jayride had previously outlined its objective to reach 1-million Passenger Trips Booked in a financial year. The onset of COVID-19 has delayed the Company’s progress towards this objective, but it remains a medium-term objective of the company. Towards this objective, the Company continues to invest in building its core intellectual property for further economic returns at scale.
In July 2019, Jayride announced the successful completion of its new global foundation, which allows travellers and travel industry partners to compare and book with 3,300+ transport companies, at 1,500+ airports in 81+ countries, globally through a single booking portal and API.
Following this roll-out, now as a global company, Jayride has the opportunity to continue to grow its business across Northern Hemisphere travellers, and in Northern Hemisphere destinations. At time of writing, the Company is generating 92% of its business outside of Australia, and considers it likely as restrictions ease around the world, that it will continue to grow in international markets even if Australia remains subject to COVID-19 travel restrictions.
Environmental regulation
The Company is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name: Andrey Shirben (appointed on 11 July 2012) Title: Chairman and Non-Executive Independent Director Experience and expertise: Andrey is a serial entrepreneur and investor. He is the founder of SYD Ventures (a venture company that invests in early-stage start-ups) and co-founder of Follow The Seed (a data-driven global VC fund for companies seeking post-seed investment). Andrey has established numerous companies and invested in over 100 start-ups. Andrey was Jayride’s first investor in 2012 and since then, a non-executive director. In 2018 he was appointed as Jayride’s Chairman. Equipped with technical background, Andrey has strong business acumen skills with extensive experience in setting up global markets, online marketing, business development and commercialisation. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Remuneration and Nomination Committee. Interests in shares: 441,236 ordinary shares held directly and 11,429,447 ordinary shares held indirectly. Interests in options: 300,000 performance options over ordinary shares.
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Jayride Group Limited Directors' report 30 June 2020
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| Name: | Rodney Bishop |
|---|---|
| Title: | Managing Director (appointed on 23 January 2012) |
| Experience and expertise: | Rodney co-founded Jayride in 2012 and has built the Company from concept through |
| to what it is today. Rodney is a transport technology thought leader with 15 years' of | |
| experience in founding companies and leading teams. In addition to team leadership, | |
| Rodney has deep subject matter expertise in passenger transport and is a vocal | |
| proponent of open data ecosystems and standards for global transport distribution. | |
| His prior roles have included being the Founder of Hitch (marketplace for hitchhikers), | |
| a founding member of The Ridesharing Institute NZ (an alternative transport NGO) | |
| and Marketing Director at Navigo (enterprise software sales). | |
| Other current directorships: | None |
| Former directorships (last 3 years): | None |
| Special responsibilities: | Member of the Audit and Risk Committee and Member of the Remuneration and |
| Nomination Committee. | |
| Interests in shares: | 11,000,000 ordinary shares held directly. |
| Interests in options: | 2,100,000 performance options over ordinary shares. |
| Name: | Samuel Saxton (MAICD) |
| Title: | Non-Executive Independent Director (appointed on 11 July 2012) |
| Experience and expertise: | Sam has extensive experience delivering business transformation programmes |
| across the telecommunications, energy, retail, construction and media sectors. Sam | |
| is active across the Australian and New Zealand start up ecosystems by supporting | |
| the scale up of early-stage companies by right sizing both the business and | |
| governance models to support that stage of growth. As an angel investor Sam led the | |
| Sydney Angel’s syndicate that invested into Jayride in 2012. Since this time Sam has | |
| been a non-executive director where he established both the Remuneration and | |
| Nomination committee and Audit and Risk committee, the latter he retained as Chair. | |
| Other current directorships: | None |
| Former directorships (last 3 years): | None |
| Special responsibilities: | Chair of the Audit and Risk Committee |
| Interests in shares: | 874,180 ordinary shares held directly. |
| Interests in options: | 300,000 performance options over ordinary shares. |
| Name: | Yifat Shirben (GAICD) (appointed on 15 September 2017) |
| Title: | Non-Executive Independent Director |
| Experience and expertise: | Yifat is a graduate member of the Australian Institute of Company Directors (GAICD) |
| and has over 10 years' of international experience in entrepreneurship and | |
| marketing. She is the co-founder of ‘Flint & Spark - Entrepreneurial Marketing’ and | |
| has developed a unique consumer-driven approach for marketing and business | |
| strategies. She has a demonstrated track record of leading cross-functional expert | |
| teams and career training and has extensive knowledge in strategical messaging, go- | |
| to market planning, PR and digital marketing. She is highly accomplished in | |
| developing new business, improving operational and financial performance, | |
| identifying deficiencies and potential opportunities, developing innovative and cost- | |
| effective marketing solutions for enhancing competitiveness, increasing revenues and | |
| improving customer satisfaction. Yifat is an international speaker, mentor and an | |
| active voice in the local innovation eco-system. | |
| Other current directorships: | None |
| Former directorships (last 3 years): | None |
| Special responsibilities: | Member of the Audit and Risk Committee |
| Interests in shares: | 44,952 ordinary shares held directly and 2,780,724 ordinary shares held indirectly. |
| Interests in options: | 300,000 performance options over ordinary shares. |
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Jayride Group Limited Directors' report 30 June 2020
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| Name: | Rodney Cuthbert (appointed on 15 April 2020) |
|---|---|
| Title: | Non-Executive Independent Director |
| Experience and expertise: | Rodney is a successful leader and builder of value for shareholders in the global |
| online travel industry. He is the founder, former CEO and Chairman of Viator, the | |
| leading global marketplace for tours and activities. He led Viator from its launch in | |
| 1995 and through the travel industry downturns following 9/11, SARS and the GFC. | |
| Viator was acquired by TripAdvisor in 2014. He is the former CEO and Chairman of | |
| Rome2rio, the door-to-door travel search engine which was acquired by Omio in | |
| December 2019, and a non-executive director of Tokyo Stock Exchange listed Veltra | |
| Corporation, Japan’s leading online seller of tours and activities. | |
| Other current directorships: | None |
| Former directorships (last 3 years): | Veltra Corporation (TYO) |
| Special responsibilities: | Member of the Remuneration and Nomination Committee |
| Interests in shares: | 500,000 ordinary shares held directly |
| Interests in options: | None |
| Name: | Zhongyuan (Ross) Lin (resigned on 7 October 2019) |
| Title: | Former Non-Executive Independent Director |
| Experience and expertise: | Ross is a co-founder of Jayride. He is an accomplished technology entrepreneur with |
| extensive technology solutions strategy, planning and implementation experience. | |
| Ross is a deep technical expert with over 13 years' of experience in geospatial | |
| technology and e-commerce marketplaces. Ross has served the Company since its | |
| inception as CTO- Emeritus for six years, and now remains co-founder, board | |
| member, and technical contributor to the Company. His prior experience has included | |
| roles such Senior .NET Developer at Fairfax Digital (e-commerce marketplace), | |
| Senior .NET Developer at Grays Online (e-commerce marketplace), Senior .NET | |
| Developer at TradeMe (e-commerce marketplace) and Geo-Spatial Developer at | |
| Project X (spatial mapping platform). | |
| Other current directorships: | None |
| Former directorships (last 3 years): | None |
| Special responsibilities: | None |
| Interests in shares: | Not applicable as no longer a director |
| Interests in options: | Not applicable as no longer a director |
| Name: | Andrew Coppin (GAICD) (resigned 3 August 2020) |
| Title: | Former Non-Executive Independent Director |
| Experience and expertise: | Andrew is a highly driven, experienced executive and company director. He is an |
| active early stage investor and venture fund manager who has considerable | |
| experience with technology start-ups, turnarounds and high growth companies. He | |
| has been a founder, mentor, executive and non-executive director and investor in a | |
| significant number of companies over the past decade and has a deep understanding | |
| of Logistics and FinTech businesses with global applications. His professional | |
| experience spans all areas of financial markets, capital raising, wealth management, | |
| business operations, compliance and leading edge disruptive and information | |
| technology. He is a Graduate of the Australian Institute of Company Directors | |
| (GAICD), a Master Stockbroker (MSAFAA) and the holder of an Australian Financial | |
| Services License (AFSL). | |
| Other current directorships: | None |
| Former directorships (last 3 years): | None |
| Special responsibilities: | Former Member of the Remuneration and Nomination Committee |
| Interests in shares: | Not applicable as no longer a director |
| Interests in options: | Not applicable as no longer a director |
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
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Jayride Group Limited Directors' report 30 June 2020
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Company Secretary
Henry Kinstlinger (MAICD) is the company secretary. Henry has, in the past 30 years, been actively involved in the financial and corporate management of several public companies and non-governmental organisations. He is a professional company secretary and corporate consultant with broad experience in investor and community relations and corporate and statutory compliance.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board'), Audit and Risk Committee and Remuneration and Nomination Committee held during the year ended 30 June 2020, and the number of meetings attended by each director were:
| Remuneration and | Remuneration and | ||||||
|---|---|---|---|---|---|---|---|
| Full Board | Audit and Risk | Committee | Nomination Committee | ||||
| Attended Held |
Attended | Held | Attended | Held | |||
| Andrey Shirben | 14 | 14 | - | - | 3 | 3 | |
| Rodney Bishop | 14 | 14 | 3 | 3 | 2 | 3 | |
| Samuel Saxton | 14 | 14 | 3 | 3 | - | - | |
| Yifat Shirben | 14 | 14 | 3 | 3 | - | - | |
| Rodney Cuthbert | 2 | 2 | - | - | - | - | |
| Zhongyuan (Ross) Lin | 4 | 4 | - | - | - | - | |
| Andrew Coppin | 14 | 14 | - | - | 2 | 3 |
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
The above table includes resolutions passed by way of circulating resolution which the Company’s constitution considers equivalent to the directors having held a meeting.
Remuneration report (audited)
The remuneration report details the key management personnel ('KMP') remuneration arrangements for the Company, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
KMPs are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
-
Principles used to determine the nature and amount of remuneration
-
Details of remuneration
-
Service agreements
-
Share-based compensation
-
Additional information
-
Additional disclosures relating to KMP
Principles used to determine the nature and amount of remuneration
The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice in the start-up technology space for the delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:
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competitiveness and reasonableness;
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acceptability to shareholders;
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performance linkage / alignment of executive compensation; and
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transparency.
The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
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Jayride Group Limited Directors' report 30 June 2020
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The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Company.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:
-
having economic profit as a core component of plan design;
-
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and
-
● attracting and retaining high calibre executives.
Additionally, the reward framework should seek to enhance executives' interests by:
-
rewarding capability and experience;
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reflecting competitive reward for contribution to growth in shareholder wealth; and
-
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.
Non-executive directors' remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive directors do not receive share options or other incentives.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 29 November 2019, where the shareholders approved a maximum annual aggregate remuneration of $500,000.
Executive remuneration
The Company aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
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base pay and non-monetary benefits;
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short-term performance incentives;
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share-based payments; and
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other remuneration such as superannuation and long service leave.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board based on individual performance, the overall performance of the Company and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Company and provides additional value to the executive.
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPIs') being achieved. KPIs include profit contribution, customer satisfaction, leadership contribution and product management.
The long-term incentives ('LTI') include long service leave and share-based payments.
Company performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the Company. A portion of cash bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining portion of the cash bonus and incentive payments are at the discretion of the Board. Refer to the 'Additional information' section below for details of the earnings and total shareholders' return for the last three years.
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Jayride Group Limited Directors' report 30 June 2020
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Use of remuneration consultants
During the financial year ended 30 June 2020, the Company did not engage remuneration consultants to review its existing remuneration policies and provide recommendations on how to improve both the STI and LTI programs.
The Remuneration and Nomination Committee will consider the engagement of such consultants in accordance with the Companies Remuneration and Nomination Committee Charter.
Voting and comments made at the Company's 2019 Annual General Meeting ('AGM')
At the 2019 AGM, 99.85% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2019. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
The KMP of the Company consisted of the following directors of the Company:
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Andrey Shirben - Chairman
-
Rodney Bishop - Managing Director
-
Samuel Saxton
-
Yifat Shirben
-
Andrew Coppin
-
Rodney Cuthbert (appointed on 15 April 2020)
-
Zhongyuan (Ross) Lin (resigned on 7 October 2019)
And the following persons:
-
Peter McWilliam - Chief Financial Officer
-
Simon Carson - Chief Commercial Officer
-
Elizabeth Lovell - Chief Product Officer (from 1 July 2019)
-
Henry Kinstlinger - Company Secretary
Amounts of remuneration
Details of the remuneration of KMP of the Company are set out in the following tables:
| 2020 Non-Executive Directors: Andrey Shirben Samuel Saxton Yifat Shirben Andrew Coppin Rodney Cuthbert Zhongyuan (Ross) Lin* Executive Directors: Rodney Bishop Other KMP: Peter McWilliam Simon Carson Elizabeth Lovell Henry Kinstlinger |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 94,986 - - 24,353 - - 34,103 - - 30,000 - - - - - 9,694 - - 187,292 65,250 - 141,552 - - 180,822 - - 159,600 - - 42,000 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 94,986 - - 24,353 - - 34,103 - - 30,000 - - - - - 9,694 - - 187,292 65,250 - 141,552 - - 180,822 - - 159,600 - - 42,000 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 94,986 - - 24,353 - - 34,103 - - 30,000 - - - - - 9,694 - - 187,292 65,250 - 141,552 - - 180,822 - - 159,600 - - 42,000 - - |
Post- employment benefits Super- annuation $ 8,185 2,338 2,338 - - 946 23,991 13,541 17,315 14,651 - |
Long-term benefits Long service leave*** $ - - - - - - (6,413) (116) 485 190 - |
Share- based payments Equity- settled $ 40,918 41,391 28,729 55,895 16,495 9,093 147,330 164,375 37,808 55,393 - |
Total $ 144,089 68,082 65,170 85,895 16,495 19,733 417,450 319,352 236,430 229,834 42,000 |
|---|---|---|---|---|---|---|---|
| 904,402 | 65,250 | - | 83,305 | (5,854) | 597,427 | 1,644,530 |
-
Remuneration is from the date of appointment to 30 June 2020
-
** Remuneration is up to the date of resignation
-
*** Long service leave in 2020 is negative due to revised COVID-19 packages.
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Jayride Group Limited Directors' report 30 June 2020
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| 2019 Non-Executive Directors: Andrey Shirben Samuel Saxton Yifat Shirben Andrew Coppin Zhongyuan (Ross) Lin Jamila Gordon Executive Directors: Rodney Bishop Other KMP: Peter McWilliam Simon Carson Henry Kinstlinger |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 60,883 - - 53,272 - - 53,272 - - 3,333 - - 53,272 - - 47,770 - - 200,000 97,875 - 144,011 - - 46,323 - - 42,000 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 60,883 - - 53,272 - - 53,272 - - 3,333 - - 53,272 - - 47,770 - - 200,000 97,875 - 144,011 - - 46,323 - - 42,000 - - |
Short-term benefits Cash salary Cash Non- and fees bonus monetary $ $ $ 60,883 - - 53,272 - - 53,272 - - 3,333 - - 53,272 - - 47,770 - - 200,000 97,875 - 144,011 - - 46,323 - - 42,000 - - |
Post- employment benefits Super- annuation $ 5,784 5,061 5,061 - 5,061 4,538 28,298 13,681 4,400 - |
Long-term benefits Long service leave $ - - - - - - 854 1,438 60 - |
Share- based payments Equity- settled $ 61,048 61,048 61,048 - 61,048 34,398 241,796 239,359 10,580 - |
Total $ 127,715 119,381 119,381 3,333 119,381 86,706 568,823 398,489 61,363 42,000 |
|---|---|---|---|---|---|---|---|
| 704,136 | 97,875 | - | 71,884 | 2,352 | 770,325 | 1,646,572 |
-
Remuneration is from the date of appointment to 30 June 2019
-
** Remuneration is up to the date of resignation
The proportion of remuneration linked to performance and the fixed proportion are as follows:
| Fixed remuneration | Fixed remuneration | At risk - STI | At risk - STI | At risk - LTI | At risk - LTI | |
|---|---|---|---|---|---|---|
| Name | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 |
| Non-Executive Directors: | ||||||
| Andrey Shirben | 72% | 52% | - | - | 28% | 48% |
| Samuel Saxton | 39% | 49% | - | - | 61% | 51% |
| Yifat Shirben | 56% | 49% | - | - | 44% | 51% |
| Andrew Coppin | 35% | 100% | - | - | 65% | - |
| Rodney Cuthbert | - | - | - | - | 100% | - |
| Zhongyuan (Ross) Lin | 54% | 49% | - | - | 46% | 51% |
| Jamila Gordon | - | 60% | - | - | - | 40% |
| Executive Directors: | ||||||
| Rodney Bishop | 48% | 40% | 17% | 17% | 35% | 43% |
| Other KMP: | ||||||
| Peter McWilliam | 49% | 40% | - | - | 51% | 60% |
| Simon Carson | 84% | 83% | - | - | 16% | 17% |
| Elizabeth Lovell | 74% | - | - | - | 26% | - |
| Henry Kinstlinger | 100% | 100% | - | - | - | - |
The proportion of the cash bonus paid/payable or forfeited is as follows:
| Cash bonus | paid/payable | Cash bonus | forfeited | |
|---|---|---|---|---|
| Name | 2020 | 2019 | 2020 | 2019 |
| Executive Directors: | ||||
| Rodney Bishop | 45% | 68% | 55% | 32% |
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Jayride Group Limited Directors' report 30 June 2020
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The non-executive directors were not paid any bonus during the year ended 30 June 2020 and 30 June 2019.
Service agreements
Remuneration and other terms of employment for KMP are formalised in service agreements. Details of these agreements are as follows:
Executive director
| Name: | Rodney Bishop |
|---|---|
| Title: | Chief Executive Officer and Managing Director |
| Agreement commenced: | 1 October 2017 |
| Details: | Rodney receives the following: |
| 1. $219,000 per annum (including superannuation) effective from 1 October 2017 in | |
| fixed annual remuneration, paid monthly in arrears or as otherwise agreed between | |
| the parties. | |
| 2. Up to $145,000 per annum (including superannuation) as a milestone based | |
| annual remuneration. | |
| Termination: | The engagement of Rodney under the Executive Services Agreement may be |
| terminated: | |
| 1. By Rodney providing the Company with at least six months’ notice; | |
| 2. By the Company where he ceases to be a director by virtue of a resolution of | |
| shareholders pursuant to section 203D of the Corporations Act 2001 or by force of the | |
| Company’s Constitution; | |
| 3. By the Company where Rodney intentionally commits an act which detrimentally | |
| affects the Company, where he materially breaches the agreement, where he wilfully | |
| disobeys any direct, lawful, and reasonable direction of the Board and in other similar | |
| scenarios; or | |
| 4. By the Company upon him ceasing to be a director. |
If the engagement of Rodney is terminated by way of either the Company removing him either by resolution pursuant to section 203D of the Corporations Act 2001 or the Company’s Constitution or by Rodney giving the Company six months’ notice, Rodney will be entitled to be paid a termination payment of an amount equal to the fixed annual remuneration as liquidated damages calculated in accordance with section 200F(2)(a)(i) of the Corporations Act 2001. Any termination payment is subject to the Corporations Act 2001 and the ASX Listing Rules.
Non-executive directors
The Company has directorial services agreements with each current non-executive director for their services as nonexecutive directors ('Directorial Services Agreements').
All non-executive directors receive a base salary in cash (per annum) as follows:
| From 1 July | |
|---|---|
| 2019 | |
| $ | |
| Andrey Shirben* | 140,000 |
| Samuel Saxton | 40,000 |
| Yifat Shirben | 40,000 |
| Andrew Coppin | 40,000 |
| Rodney Cuthbert | 40,000 |
- Andrey Shirben's remuneration from 1 July 2019 includes $80,000 per annum for special responsibility as Chairman of the Strategic Investment Committee and an additional $20,000 per annum for as long as he remains the Chairman of the Board.
From 1 July 2019, the non-executive directors are entitled to receive $40,000 per annum in shares subject to shareholder and regulatory approval with the issue price calculated at the monthly VWAP for the month in which the fees were earned and accrued.
14
Jayride Group Limited Directors' report 30 June 2020
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In addition, the Company will reimburse the relevant director for all reasonable travel, accommodation and other expenses that they may incur in connection with the performance of their duties as a director.
The non-executive Directorial Services Agreements will terminate when the relevant director ceases to be a director in accordance with the Constitution, such as where the director:
-
resigns;
-
is removed from office in a general meeting;
-
is absent (without the consent of the other directors) from all directors’ meetings over any 6-month period;
-
becomes mentally incapable; or
-
automatically retires and is not eligible for re-election as provided for in the Constitution.
No termination payments will be made to a non-executive director.
On 24 March 2020 in response to COVID-19, the Company took the following measures:
-
Chairman and directors to forego cash remuneration, not reimbursed through JobKeeper, until 30 June 2020; and
-
Managing Director to take a 40% salary cut.
In addition to the adjustments made on 24 March 2020, the Chairman has voluntarily accepted a reduction of 50% of his remuneration in response to the cyclical impact of COVID-19. This is periodically reconsidered by the Chairman.
Share-based compensation
Issue of shares
Details of shares accrued to directors and other KMP as part of compensation which was deemed to be share price at grant date, during the year ended 30 June 2020 are set out below:
| Average issue | |||
|---|---|---|---|
| Number of | price at grant | ||
| Name | shares | date | $ |
| Andrey Shirben | 204,684 | $0.1643 | 33,633 |
| Samuel Saxton | 207,835 | $0.1641 | 34,106 |
| Yifat Shirben | 123,423 | $0.1737 | 21,444 |
| Rodney Cuthbert | 109,968 | $0.1500 | 16,495 |
| Andrew Coppin | 207,835 | $0.1641 | 34,106 |
| Zhongyuan (Ross) Lin | 22,199 | $0.2820 | 6,260 |
| Peter McWilliam | 615,309 | $0.1890 | 116,284 |
| Simon Carson | 125,990 | $0.1660 | 20,910 |
| Elizabeth Lovell | 140,364 | $0.1796 | 25,212 |
Shares were accrued during the year as part of fixed remuneration and in connection with achieving certain objectives related to net revenue, profitability and cash management. Each director was issued 19,536 of the shares accrued during the year, with the balance expected to be issued after the annual general meeting.
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Jayride Group Limited Directors' report 30 June 2020
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Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows:
| Fair value | ||||
|---|---|---|---|---|
| per option | ||||
| Grant date | Vesting | Expiry date | Exercise price | at grant date |
| 1/09/2018 | 2/48 of total Class A Options | 30/06/2023 | ||
| will vest immediately on | ||||
| 1/09/2018 and 46/48 of the | ||||
| total Class A Options will vest | ||||
| at rate of 1/48 every month | ||||
| until 30/06/2022. | $0.5330 | $0.2220 | ||
| 11/02/2020 | 19/48 of total Class A Options | 30/06/2023 | ||
| will vest immediately on | ||||
| 11/02/2020 and 29/48 of the | ||||
| total Class A Options will vest | ||||
| at rate of 1/48 every month | ||||
| until 30/06/2022. | $0.5330 | $0.1069 | ||
| 11/02/2020 | 7/48 of total Class B Options | 30/06/2024 | ||
| will vest immediately on | ||||
| 11/02/2020 and 41/48 of the | ||||
| total Class B Options will vest | ||||
| at rate of 1/48 every month | ||||
| until 30/06/2023. | $0.5530 | $0.1259 |
Options granted carried no dividend or voting rights.
Details of options over ordinary shares granted, vested and lapsed for directors and other KMP as part of compensation during the year ended 30 June 2020 are set out below:
| Number of | Value of | Value of | Number of | Value of | |||
|---|---|---|---|---|---|---|---|
| options | options | options | options | options | |||
| Name | Options | granted | granted | vested | lapsed | lapsed | |
| $ | $ | $ | |||||
| Elizabeth Lovell | Class A Employee | ||||||
| Options | - | - | 21,178 | - | - | ||
| Peter McWilliam | Class A Employee | ||||||
| Options | 104,318 | 11,149 | 27,158 | - | - | ||
| Elizabeth Lovell | Class B Employee | ||||||
| Options | 146,863 | 18,484 | 4,621 | - | - | ||
| Peter McWilliam | Class B Employee | ||||||
| Options | 271,259 | 34,140 | 8,535 | - | - | ||
| Simon Carson | Class B Employee | ||||||
| Options | 255,609 | 32,170 | 8,043 | - | - |
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Jayride Group Limited Directors' report 30 June 2020
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Performance options
The terms and conditions of each grant of performance options over ordinary shares affecting remuneration of directors in this financial year or future reporting years are as follows:
| Performance option | ||
|---|---|---|
| class | Vesting condition | Number |
| Class A | Divided into 10 tranches, paid after each quarter, and vesting continuously until | 1,550,000 |
| 1/01/2021, expiry date 30/06/2021 | ||
| Class B* | The share price being at or above $0.55 per share at any time on or before the | 300,000 |
| expiry date, 31/12/2021 | ||
| Class C* | The share price being at or above $0.60 per share at any time on or before the | 300,000 |
| expiry date, 31/12/2021 | ||
| Class D* | The share price being at or above $0.65 per share at any time on or before the | 300,000 |
| expiry date, 31/12/2021 | ||
| Class E* | The share price being at or above $0.80 per share at any time on or before the | 300,000 |
| expiry date, 31/12/2021 | ||
| Class F* | The share price being at or above $0.95 per share at any time on or before the | 300,000 |
| expiry date, 31/12/2021 | ||
| Class G* | The share price being at or above $1.10 per share at any time on or before the | 300,000 |
| expiry date, 31/12/2021 | ||
| Class H | The share price being at or above $0.50 per share at any time on or before the | 300,000 |
| expiry date, 31/12/2022 |
- Granted to Rodney Bishop.
Performance options granted carry no dividend or voting rights.
Details of performance options over ordinary shares granted, vested and lapsed for directors and other KMP as part of compensation during the year ended 30 June 2020 are set out below:
| Performance option Name class Andrew Coppin Class H Andrey Shirben Class A Rodney Bishop Class A Samuel Saxton Class A Yifat Shirben Class A Zhongyuan (Ross) Lin Class A |
Number of performa- nce options granted 300,000 - - - - - |
Value of performa- nce options granted ($) 32,362 - - - - - |
Number of performa- nce options vested 300,000 100,000 100,000 100,000 100,000 50,000 |
Value of performa- nce options vested ($) 32,362 22,932 22,932 22,932 22,932 11,466 |
Number of performa- nce options lapsed - - - - - 100,000 |
Value of performa- nce options lapsed ($) - - - - - 22,932 |
|---|---|---|---|---|---|---|
| 300,000 | 32,362 | 750,000 | 135,556 | 100,000 | 22,932 |
Additional information
The earnings of the Company for the three years to 30 June 2020 are summarised below:
| 2020 | 2019 | 2018 | |
|---|---|---|---|
| $ | $ | $ | |
| Revenue | 3,795,259 | 3,822,364 | 2,451,060 |
| Loss after income tax | (7,088,795) | (8,201,109) | (5,762,692) |
17
Jayride Group Limited Directors' report 30 June 2020
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The factors that are considered to affect total shareholders' return ('TSR') are summarised below:
| 2020 | 2019 | 2018 | |
|---|---|---|---|
| Share price at financial year end ($) | 0.14 | 0.29 | 0.45 |
| Basic loss per share (cents per share) | (7.59) | (10.48) | (8.41) |
| Diluted loss per share (cents per share) | (7.59) | (10.48) | (8.41) |
Additional disclosures relating to KMP
Shareholding
The number of shares in the Company held during the financial year by each director and other members of KMP of the Company, including their personally related parties (unless otherwise stated), is set out below:
| Ordinary shares Andrey Shirben (a),(b) Rodney Bishop Samuel Saxton Yifat Shirben (a) Andrew Coppin (b) Rodney Cuthbert Zhongyuan (Ross) Lin (c) Peter McWilliam Simon Carson Elizabeth Lovell Henry Kinstlinger |
Balance at the start of the year 11,706,195 10,888,512 754,644 25,416 73,340 - 10,045,048 697,946 51,786 48,447 111,600 |
Received as part of remuneration 19,536 - 19,536 19,536 19,536 - 19,536 742,599 107,713 139,465 - |
Additions other 100,000 111,488 100,000 - 321,660 500,000 - - - - 9,254 |
Disposals/ other (c) - - - - - - (10,064,584) (215,000) - - - |
Balance at the end of the year 11,825,731 11,000,000 874,180 44,952 414,536 500,000 - 1,225,545 159,499 187,912 120,854 |
|---|---|---|---|---|---|
| 34,402,934 | 1,087,457 | 1,142,402 | (10,279,584) | 26,353,209 |
(a) Amounts disclosed are for personal holding only and exclude those held by their spouse, which are disclosed in the table separately under the spouse name.
(b) Amounts disclosed include shares held directly and indirectly.
(c) Other represents the total number of shares held at the date of resignation of the Director after which he ceased to be a KMP.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other members of KMP of the Company (unless otherwise stated), is set out below:
| Options over ordinary shares Andrey Shirben Samuel Saxton Andrew Coppin Peter McWilliam Simon Carson Elizabeth Lovell |
Balance at the start of the year 2,000,000 27,125 10,000 388,889 - 381,585 |
Granted other (a) - - - 375,577 255,609 146,863 |
Exercised - - - - - - |
Expired/ forfeited/ other (2,000,000) (27,125) (10,000) - - - |
Balance at the end of the year - - - 764,466 255,609 528,448 |
|---|---|---|---|---|---|
| 2,807,599 | 778,049 | - | (2,037,125) | 1,548,523 |
The above table contain options issued under different terms to directors and other members of KMP as share-based remuneration.
18
Jayride Group Limited Directors' report 30 June 2020
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Performance options holding
The number of performance options over ordinary shares in the Company held during the financial year by each director and other members of KMP of the Company, including their personally related parties, is set out below:
| Performance options over ordinary shares Andrey Shirben (a) Rodney Bishop Samuel Saxton Yifat Shirben (a) Andrew Coppin Zhongyuan (Ross) Lin (b) & (c) |
Balance at the start of the year 300,000 2,100,000 300,000 300,000 - 300,000 |
Granted - - - - 300,000 - |
Expired/ forfeited/ other (b) - - - - - (100,000) |
Balance at the end of the year 300,000 2,100,000 300,000 300,000 300,000 200,000 |
|---|---|---|---|---|
| 3,300,000 | 300,000 | (100,000) | 3,500,000 |
(a) Amounts disclosed are for personal holding only and exclude those held by their spouse, which are disclosed in the table separately under the spouse name.
(b) Amounts disclosed include amount lapsed during the year.
- (c) 3,500,000 includes 200,000, held by former Director who ceased to be a KMP at the date of resignation.
| Performance options over ordinary shares Andrey Shirben Rodney Bishop Samuel Saxton Yifat Shirben Andrew Coppin |
Vested 250,000 250,000 250,000 250,000 300,000 |
Unvested 50,000 1,850,000 50,000 50,000 - |
Balance at the end of the year 300,000 2,100,000 300,000 300,000 300,000 |
|---|---|---|---|
| 1,300,000 | 2,000,000 | 3,300,000 |
Loans to KMP and their related parties
The following non-recourse loans remain in place for KMP. The non-recourse loans were established on 21 December 2017 to fund the exercise of options not meeting ASX listing requirements. The non-recourse loans must be repaid on the earlier of the 3rd anniversary of the loan or the date that any of the connected shares are sold.
| 2020 | 2019 | ||
|---|---|---|---|
| Name | $ | $ | |
| Andrey Shirben | - | 37,775 | |
| Rodney Bishop | - | 61,679 | |
| Samuel Saxton | - | 37,775 | |
| Yifat Shirben | - | 3,022 | |
| Peter McWilliam | - | 42,824 | |
| Zhongyuan (Ross) Lin | - | 37,775 |
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of the Company under option at the date of this report are as follows:
| Exercise Grant date Expiry date price 31 August 2018 30 June 2023 $0.5330 11 February 2020 30 June 2023 $0.5330 11 February 2020 30 June 2024 $0.5530 |
Number under option 1,936,132 254,365 1,249,365 |
|---|---|
| 3,439,862 |
19
Jayride Group Limited Directors' report 30 June 2020
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No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.
Shares under performance options
Unissued ordinary shares of the Company under performance options at the date of this report are as follows:
| Exercise Grant date Expiry date price 28 November 2018 30 June 2021 $0.5000 28 November 2018 31 December 2021 $0.5500 28 November 2018 31 December 2021 $0.6000 28 November 2018 31 December 2021 $0.6500 28 November 2018 31 December 2021 $0.8000 28 November 2018 31 December 2021 $0.9500 28 November 2018 31 December 2021 $1.1000 18 December 2019 31 December 2022 $0.5000 |
Number under options 1,550,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 |
|---|---|
| 3,650,000 |
No person entitled to exercise the performance options had or has any right by virtue of the performance option to participate in any share issue of the Company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of the Company issued on the exercise of options during the year ended 30 June 2020 and up to the date of this report.
Shares issued on the exercise of performance options
There were no ordinary shares of the Company issued on the exercise of performance options during the year ended 30 June 2020 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 28 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
20
Jayride Group Limited Directors' report 30 June 2020
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The directors are of the opinion that the services as disclosed in note 28 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
-
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
Officers of the Company who are former partners of RSM Australia Partners
There are no officers of the Company who are former partners of RSM Australia Partners.
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 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
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_____Rodney Bishop _______Andrey Shirben Managing Director Chairman
29 September 2020 Sydney
21
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Jayride Group Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(ii) any applicable code of professional conduct in relation to the audit.
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RSM AUSTRALIA PARTNERS
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R J MORILLO MALDONADO
Partner
Dated: 29 September 2020 Melbourne, Victoria
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22
Jayride Group Limited Statement of profit or loss and other comprehensive income 30 June 2020
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| Note Revenue Net commission and fees booked 6 Interest revenue Other income 7 Total revenue Variable and support costs Advertising and marketing costs Variable operating costs Total variable and support costs Non-variable costs Non-variable operating costs Corporate costs Growth costs 8 Share-based payments expense 34 Depreciation and amortisation 9 Total non-variable costs Non-operating costs Currency movements Finance costs 9 Total non-operating costs Loss before income tax expense Income tax expense 10 Loss after income tax expense for the year attributable to the owners of Jayride Group Limited Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Jayride Group Limited Basic loss per share 32 Diluted loss per share 32 |
2020 $ 3,236,264 15,554 543,441 |
2019 $ 3,280,500 9,801 532,063 3,822,364 ) (2,241,473) ) (1,303,026) ) (3,544,499) (1,873,604) (811,763) (3,077,911) (1,901,417) (680,996) (8,345,691) (21,238) (112,045) (133,283) (8,201,109) - (8,201,109) - (8,201,109) Cents (10.48) (10.48) |
|---|---|---|
| 3,795,259 | ||
| (1,621,701 (1,580,789 (3,202,490 (1,964,819) (652,767) (1,617,012) (1,456,357) (1,411,481) |
||
| (7,102,436) | ||
| (80,611) (498,517) |
||
| (579,128) | ||
| (7,088,795) | ||
| - | ||
| (7,088,795) - |
||
| (7,088,795) | ||
| Cents (7.59) (7.59) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
23
Jayride Group Limited Statement of financial position As at 30 June 2020
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| Note Assets Current assets Cash and cash equivalents 11 Trade and other receivables 12 COVID-19 government contribution receivable Goods and services tax receivable Research and development receivable Prepayments Total current assets Non-current assets Deposits and bank guarantees Plant and equipment 13 Right-of-use assets 14 Capitalised technology costs 15 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 16 Contract liabilities 17 Borrowings 18 Lease liabilities 19 Employee benefits 20 Provisions 21 Future transport payments Total current liabilities Non-current liabilities Borrowings 18 Employee benefits 20 Total non-current liabilities Total liabilities Net assets Equity Issued capital 22 Reserves 23 Accumulated losses Total equity |
2020 $ 963,459 742,102 82,000 25,894 619,153 68,623 |
2019 $ 1,433,354 877,842 - 46,775 958,871 46,934 3,363,776 323,890 203,356 - 2,415,348 2,942,594 6,306,370 1,706,641 38,143 154,866 - 198,633 - 849,852 2,948,135 1,572,914 29,880 1,602,794 4,550,929 1,755,441 18,360,858 3,146,680 (19,752,097) 1,755,441 |
|---|---|---|
| 2,501,231 | ||
| - 175,014 229,888 2,343,841 |
||
| 2,748,743 | ||
| 5,249,974 | ||
| 1,641,132 19,333 115,959 338,216 156,289 98,776 188,033 |
||
| 2,557,738 | ||
| 1,744,651 21,649 |
||
| 1,766,300 | ||
| 4,324,038 | ||
| 925,936 | ||
| 24,316,515 3,450,313 (26,840,892) |
||
| 925,936 |
The above statement of financial position should be read in conjunction with the accompanying notes
24
Jayride Group Limited Statement of changes in equity For the year ended 30 June 2020
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| Balance at 1 July 2018 Adjustment for change in accounting policy Balance at 1 July 2018 - restated Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 22) Share-based payments (shares) (note 34) Share-based payments (options) (note 34) Share-based payments (warrants) Balance at 30 June 2019 Balance at 1 July 2019 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 22) Share-based payments (shares) (note 34) Share-based payments (options) (note 34) Exercise of options (note 22) Balance at 30 June 2020 |
Issued capital $ 15,902,025 - |
Reserves $ 1,724,634 - |
Accumulated losses $ (11,516,361) (34,627) |
Total equity $ 6,110,298 (34,627) |
|---|---|---|---|---|
| 15,902,025 - - |
1,724,634 - - |
(11,550,988) (8,201,109) - |
6,075,671 (8,201,109) - |
|
| - 1,612,375 846,458 - - |
- - 281,887 773,073 367,086 |
(8,201,109) - - - - |
(8,201,109) 1,612,375 1,128,345 773,073 367,086 |
|
| 18,360,858 | 3,146,680 | (19,752,097) | 1,755,441 | |
| Issued capital $ 18,360,858 - - |
Reserves $ 3,146,680 - - |
Accumulated losses $ (19,752,097) (7,088,795) - |
Total equity $ 1,755,441 (7,088,795) - |
|
| - 4,764,672 1,152,724 - 38,261 |
- - (115,726) 419,359 - |
(7,088,795) - - - - |
(7,088,795) 4,764,672 1,036,998 419,359 38,261 |
|
| 24,316,515 | 3,450,313 | (26,840,892) | 925,936 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
25
Jayride Group Limited Statement of cash flows For the year ended 30 June 2020
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| Note Cash flows from operating activities Net receipts from bookings (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Grants funding for operating activities COVID-19 government contributions Interest received Interest and other finance costs paid Net cash used in operating activities 33 Cash flows from investing activities Payments for plant and equipment Payments for intangibles Proceeds from deposits Grants funding for investing activities Proceeds from disposal of plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Share issue transaction costs (Repayment)/proceeds from borrowings 33 Transaction costs related to borrowings Repayment of lease liabilities Net cash from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 11 |
2020 $ 1,976,598 (6,929,000) 619,846 164,000 15,554 (292,430) |
2019 $ 3,169,399 (8,474,067) 428,467 - 10,654 (18,101) (4,883,648) (59,629) (1,321,021) - 485,336 6,541 (888,773) 1,707,975 (95,600) 2,154,866 (95,440) - 3,671,801 (2,100,620) 3,560,216 (26,242) 1,433,354 |
|---|---|---|
| (4,445,432) | ||
| (16,235) (1,265,901) 323,890 489,024 - |
||
| (469,222) | ||
| 5,041,118 (238,185) (38,907) - (289,040) |
||
| 4,474,986 | ||
| (439,668) 1,433,354 (30,227) |
||
| 963,459 |
The above statement of cash flows should be read in conjunction with the accompanying notes
26
Jayride Group Limited Notes to the financial statements 30 June 2020
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| Note | 1. General information | 28 |
|---|---|---|
| Note | 2. Significant accounting policies | 28 |
| Note | 3. Critical accounting judgements, estimates and assumptions | 30 |
| Note | 4. Adoption of new accounting standards | 31 |
| Note | 5. Operating segments | 32 |
| Note | 6. Net commission and fees booked | 33 |
| Note | 7. Other income | 34 |
| Note | 8. Growth costs | 35 |
| Note | 9. Expenses | 35 |
| Note | 10. Income tax expense | 36 |
| Note | 11. Cash and cash equivalents | 37 |
| Note | 12. Trade and other receivables | 37 |
| Note | 13. Plant and equipment | 38 |
| Note | 14. Right-of-use assets | 39 |
| Note | 15. Capitalised technology costs | 40 |
| Note | 16. Trade and other payables | 41 |
| Note | 17. Contract liabilities | 41 |
| Note | 18. Borrowings | 42 |
| Note | 19. Lease liabilities | 43 |
| Note | 20. Employee benefits | 44 |
| Note | 21. Provisions | 45 |
| Note | 22. Issued capital | 45 |
| Note | 23. Reserves | 48 |
| Note | 24. Dividends | 48 |
| Note | 25. Financial instruments | 48 |
| Note | 26. Fair value measurement | 50 |
| Note | 27. Key management personnel disclosures | 51 |
| Note | 28. Remuneration of auditors | 51 |
| Note | 29. Contingent liabilities | 51 |
| Note | 30. Commitments | 51 |
| Note | 31. Related party transactions | 51 |
| Note | 32. Loss per share | 52 |
| Note | 33. Cash flow information | 53 |
| Note | 34. Share-based payments | 53 |
| Note | 35. Events after the reporting period | 57 |
27
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 1. General information
The financial statements cover Jayride Group Limited as an individual entity. The financial statements are presented in Australian dollars, which is Jayride Group Limited's functional and presentation currency.
Jayride Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Suite 1 Level 11 55 Clarence Street Sydney NSW 2000
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 29 September 2020. The directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the years presented, 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.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.
As disclosed in the financial statements, the Company incurred a loss amounting to $7,088,795 had net cash outflows from operating activities of $4,445,432 for the year ended 30 June 2020, as at that date the Company’s current liabilities exceeded its current assets by $56,507.
The business has been materially impacted by the COVID-19 pandemic. Currently, the Company’s operations continue to be well under historical pre-COVID-19 levels (refer to note 35). In light of the uncertainty over the spread of the virus, outlook on a vaccine, adoption of preventative measures, the global travel environment and governmental response, the Company is operating on the assumption that travel will increase gradually during the year FY21 and it will achieve preCOVID-19 levels during FY22.
These factors indicate a material uncertainty which may cast significant doubt as to whether the Company will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.
The Directors believe that there are reasonable grounds to believe that the Company will be able to continue as a going concern, after consideration of the following factors:
-
the Company implemented a cost optimisation plan in March 2020 to reduce operating cash requirements. The plan included significant reductions to employee and office lease costs as well as various general and administrative expenses. In addition, management has identified certain discretionary operating expenditures where further decrease can be achieved if the COVID-19 pandemic continues to impact the travel market;
-
subsequent to 30 June 2020, Research and developments receivables amounting to $187,000 has been received from the ATO with a further $432,000 expected to be received during October. In addition, the Company received $100,000 Export Market Development Grant from the Australian government in July 2020 and $202,000 JobKeeper support payment in Q1FY20. JobKeeper support is expected to continue to be received in Q2FY20 and Q3FY20 at 80% of the fortnightly payment in Q2FY20 and at 50% of the fortnightly payment in Q3FY20; and
-
the Company has demonstrated the ability to raise capital if required pursuant to ASX listing rule 7.1 and 7.1A.
28
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 2. Significant accounting policies (continued)
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention.
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 Company'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.
Foreign currency translation
Foreign currency transactions
Foreign currency transactions are translated into the Company's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
29
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 2. Significant accounting policies (continued)
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Comparative information
Comparatives in the statement of profit or loss and other comprehensive income have been aligned to current year disclosure.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2020. The Company's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Company, are set out below.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards. Where the Company has relied on the existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the Company may need to review such policies under the revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the Company's financial statements.
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.
COVID-19 pandemic
Judgement has been exercised in considering the impacts that the COVID-19 pandemic has had, or may have, on the Company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Company operates. Other than as addressed in specific notes, there appear to be a significant impact upon the financial statements and significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the reporting date or subsequently as a result of the COVID-19 pandemic.
Share-based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Binomial Hoadley Model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
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, historical collection rates, the impact of the COVID-19 pandemic and forward-looking information that is available. The allowance for expected credit losses, as disclosed in note 12, is calculated based on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.
30
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 3. Critical accounting judgements, estimates and assumptions (continued)
Estimation of useful lives of assets
The Company determines the estimated useful lives and related depreciation and amortisation charges for its 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 lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
Impairment of non-financial assets
The Company assesses impairment of non-financial assets at each reporting date by evaluating conditions specific to the Company 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. Key assumptions used in value-in-use calculation for capitalised technology costs are detailed in note 15.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Company considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
Note 4. Adoption of new accounting standards
Adoption of AASB 16 Leases
The Company has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-of-use assets and corresponding lease liabilities are recognised in the statement of financial position. Straightline operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.
AASB 2020-4 Amendment to Australian Accounting Standards - Covid-19-Related Rent Concessions
The Company has early adopted the amendment to AASB 16 from 1 July 2019. The amendment provides a practical expedient for lessees to account for COVID-19-related rent concessions that: result in lease payments that are substantially the same as, or less than, the consideration for the lease immediately prior to the change; where any reduction in the lease payments affects only payments originally due on or before 30 June 2021; and where there is no substantive change to other terms and conditions of the lease. The practical expedient allows an entity not to assess rent concessions meeting the criteria as a lease modification. As a result, to the extent that lease concessions represent a forgiveness or waiver of lease payments, such concessions are treated as variable lease payments recognised in profit or loss with a corresponding adjustment to the lease liability. To the extent that the lease concession in substance represents a delay in lease repayments such that lease consideration is not changed, the lease liability is not extinguished. Interest continues to accrue for that period. The Company has applied the practical expedient to all rent concessions that meet the above mentioned criteria and the profit or loss impact from the adoption of this amendment is $78,994 (refer to note 7).
31
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 4. Adoption of new accounting standards (continued)
Impact of adoption
AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated. The impact of adoption on opening accumulated losses as at 1 July 2019 was as follows:
| Operating lease commitments as at 1 July 2019 (AASB 117) Operating lease commitments discount based on the weighted average incremental borrowing rate of 6% (AASB 16) Recognition of make good costs with right-of-use asset (AASB 16) Rental increases included in right-of-use asset (AASB 16) Right-of-use assets (AASB 16) Lease liabilities - current (AASB 16) Lease liabilities - non-current (AASB 16) Make good provision Right-of-use asset (AASB 16) |
1 July 2019 $ 710,618 (33,925) 95,899 37,457 |
|---|---|
| 810,049 | |
| 1 July 2019 $ 473,373 240,777 95,899 (810,049) |
|
| - |
Practical expedients applied
In applying AASB 16 for the first time, the Company has used the following practical expedients permitted by the standard:
-
applying a single discount rate to a portfolio of leases with similar characteristics;
-
relying on previous assessment of whether a lease is onerous;
-
accounting for leases which end within 12 months of the date of initial application as short term leases; and
-
excluding initial direct costs from the measurement of the right-of-use asset.
Note 5. Operating segments
Identification of reportable operating segments
The Company's operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
The Directors are of the opinion that there is one reportable segment in the Company as the CODM reviews results, assesses performance and allocates resources at a Company level.
As the information reported to the CODM is the results of the Company as a whole, the segment results are shown throughout these financial statements and are not duplicated here.
Major customers
During the year ended 30 June 2020 approximately 18.67% (30 June 2019: 17.9%) of the Company's external revenue was derived from sales to one customer.
32
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 5. Operating segments (continued)
Geographical information
| Australia New Zealand United Kingdom United States of America Other countries* |
Sales to external customers Geographical non-current assets 2020 2019 2020 2019 $ $ $ $ 719,753 1,089,790 2,894,056 2,942,594 103,049 122,444 - - 105,049 134,026 - - 1,830,079 1,519,098 - - 478,334 415,142 - - |
Sales to external customers Geographical non-current assets 2020 2019 2020 2019 $ $ $ $ 719,753 1,089,790 2,894,056 2,942,594 103,049 122,444 - - 105,049 134,026 - - 1,830,079 1,519,098 - - 478,334 415,142 - - |
Sales to external customers Geographical non-current assets 2020 2019 2020 2019 $ $ $ $ 719,753 1,089,790 2,894,056 2,942,594 103,049 122,444 - - 105,049 134,026 - - 1,830,079 1,519,098 - - 478,334 415,142 - - |
Sales to external customers Geographical non-current assets 2020 2019 2020 2019 $ $ $ $ 719,753 1,089,790 2,894,056 2,942,594 103,049 122,444 - - 105,049 134,026 - - 1,830,079 1,519,098 - - 478,334 415,142 - - |
|---|---|---|---|---|
| 3,236,264 | 3,280,500 | 2,894,056 | 2,942,594 |
- Other countries include 105 remaining countries.
The geographical non-current assets above are exclusive of, where applicable, financial instruments, deferred tax assets, post-employment benefits assets and rights under insurance contracts.
Accounting policy for operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the CODM. The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
Note 6. Net commission and fees booked
| Revenue from contracts with customers Net commission and fees booked |
2020 $ 3,236,264 |
2019 $ 3,280,500 |
|---|---|---|
Disaggregation of revenue
For disaggregation of revenue from contracts with customers refer to note 5.
Timing of revenue recognition
Revenue from contracts with customers is recognised at a point in time.
Accounting policy for revenue recognition
The Company recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Company: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
33
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 6. Net commission and fees booked (continued)
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.
Net commissions and fees booked
Commissions and fees booked income is recognised when a booking is confirmed to the transport provider.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Note 7. Other income
| Government contributions (Research and development tax incentive and Export Market Development Grant) COVID-19 government contributions COVID-19 rental concession discount (refer to note 4) Other (losses)/gains |
2020 $ 218,487 246,000 78,994 (40) |
2019 $ 530,105 - - 1,958 532,063 |
|---|---|---|
| 543,441 |
- During the COVID-19 pandemic, the Company has been granted $171,000 from JobKeeper support payments from the Australian Government which are passed on to eligible employees. These have been recognised as government grants in the financial statements and recorded as other income over the periods in which the related employee benefits are recognised as an expense. The Company is eligible for JobKeeper support from the government on the condition that employee benefits continue to be paid. In addition the Company received $75,000 cash flow boost from the Australian Government.
Accounting policy for research and development ('R&D') tax incentive
Grants that compensate the Company for expenditures incurred are recognised in profit or loss on a systematic basis in the periods in which the expenditures are recognised. R&D tax offset receivables will be recognised in profit before tax over the periods necessary to match the benefit of the credit with the costs for which it is intended to compensate. Such periods will depend on whether the R&D costs are capitalised or expensed as incurred.
Accounting policy for government grants
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.
Accounting policy for other income
Other income is recognised when it is received or when the right to receive payment is established.
34
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 8. Growth costs
| Engineering costs not capitalised (a) Employee and contractor costs Other growth costs (a) Engineering costs not capitalised Total technology costs Less: capitalised technology costs (note 15) Engineering costs not capitalised Note 9. Expenses Loss before income tax includes the following specific expenses: Depreciation Fixtures and fittings Office building right-of-use assets Computer equipment Office equipment Total depreciation Amortisation Capitalised technology costs Total depreciation and amortisation Finance costs Interest and finance charges paid/payable on borrowings Interest and finance charges paid/payable on lease liabilities Unwinding of the discount on provisions Transaction fees Finance costs expensed Superannuation expense Defined contribution superannuation expense |
2020 $ 88,251 1,472,173 56,588 |
2019 $ 359,901 2,027,210 690,800 3,077,911 2019 $ 1,680,922 (1,321,021) 359,901 2019 $ 22,232 - 39,638 751 62,621 618,375 680,996 71,694 - - 40,351 112,045 333,032 |
|---|---|---|
| 1,617,012 | ||
| 2020 $ 1,354,152 (1,265,901) |
||
| 88,251 | ||
| 2020 $ 19,231 580,161 23,642 1,705 |
||
| 624,739 | ||
| 786,742 | ||
| 1,411,481 | ||
| 464,168 31,472 2,877 - |
||
| 498,517 | ||
| 284,254 |
Accounting policy for finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.
35
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 10. Income tax expense
| Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense Tax at the statutory tax rate of 27.5% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Depreciation and amortisation Entertainment expenses Share-based payments Employee benefits Provision for expected credit losses Share issue costs Prepaid expenses Foreign exchange losses Research and development Sundry items Current year tax losses not recognised Income tax expense Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 26.5% (2019: 27.5%) |
2020 $ (7,088,795) |
2019 $ (8,201,109) (2,255,305) 179,804 1,868 522,890 12,019 (10,442) 26,269 7,164 (2,485) 136,567 41,740 (1,339,911) 1,339,911 - 2019 $ 12,603,477 3,465,956 |
|---|---|---|
| (1,949,419) 359,082 3,340 400,498 (13,908) 891 65,501 (6,297) 8,312 24,462 (128,676) |
||
| (1,236,214) 1,236,214 |
||
| - | ||
| 2020 $ 17,098,800 |
||
| 4,531,182 |
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.
Accounting policy for income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
-
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
-
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
36
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 10. Income tax expense (continued)
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Note 11. Cash and cash equivalents
| Current assets Cash at bank and on hand |
2020 $ 963,459 |
2019 $ 1,433,354 |
|---|---|---|
Accounting policy for cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Note 12. Trade and other receivables
| Current assets Trade receivables Less: Allowance for expected credit losses |
2020 $ 774,591 (32,489) |
2019 $ 897,800 (19,958) |
|---|---|---|
| 742,102 | 877,842 |
Allowance for expected credit losses
The Company has recognised a loss of $49,484 (2019: $8,996) in profit or loss in respect of the expected credit losses for the year ended 30 June 2020.
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
| Expected credit loss rate 2020 2019 % % Yet to be billed - - Current 1.000% 1.265% Less than 3 months overdue 5.819% 3.410% 3 to 6 months overdue 5.250% 6.980% Over 6 months overdue 7.404% 39.530% |
Carrying amount 2020 2019 $ $ 201,976 369,133 8,209 417,890 191,990 56,384 294,270 26,889 78,146 27,504 |
Carrying amount 2020 2019 $ $ 201,976 369,133 8,209 417,890 191,990 56,384 294,270 26,889 78,146 27,504 |
Allowance for expected credit losses 2020 2019 $ $ - - 82 5,286 11,172 1,923 15,449 1,877 5,786 10,872 |
Allowance for expected credit losses 2020 2019 $ $ - - 82 5,286 11,172 1,923 15,449 1,877 5,786 10,872 |
|---|---|---|---|---|
| 774,591 | 897,800 | 32,489 | 19,958 |
The Company has increased its monitoring of debt recovery as there is an increased probability of customers delaying payment or being unable to pay, due to COVID-19 pandemic.
37
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 12. Trade and other receivables (continued)
Movements in the allowance for expected credit losses are as follows:
| Opening balance Additional provisions recognised Receivables written off during the year as uncollectable Closing balance |
2020 $ 19,958 49,484 (36,953) |
2019 $ 57,929 8,996 (46,967) |
|---|---|---|
| 32,489 | 19,958 |
Accounting policy for trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The Company has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Note 13. Plant and equipment
| Non-current assets Fixtures and fittings - at cost Less: Accumulated depreciation Computer equipment - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation |
2020 $ 173,161 (52,666) |
2019 $ 173,161 (33,435) |
|---|---|---|
| 120,495 | 139,726 | |
| 166,755 (112,966) |
146,818 (84,358) |
|
| 53,789 | 62,460 | |
| 3,896 (3,166) |
2,631 (1,461) |
|
| 730 | 1,170 | |
| 175,014 | 203,356 |
38
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 13. Plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| Balance at 1 July 2018 Additions Disposals Depreciation expense Balance at 30 June 2019 Additions Disposals Depreciation expense Balance at 30 June 2020 |
Fixtures and fittings $ 117,833 44,125 - (22,232) |
Computer equipment $ 92,016 15,504 (5,422) (39,638) |
Office equipment $ 1,936 - (15) (751) |
Total $ 211,785 59,629 (5,437) (62,621) |
|---|---|---|---|---|
| 139,726 - - (19,231) |
62,460 20,900 (5,929) (23,642) |
1,170 1,265 - (1,705) |
203,356 22,165 (5,929) (44,578) |
|
| 120,495 | 53,789 | 730 | 175,014 |
Accounting policy for plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a diminishing value basis to write off the net cost of each item of plant and equipment over their expected useful lives as follows:
| Fixtures and fittings | 4 - 10 years |
|---|---|
| Computer equipment | 3 - 7 years |
| Office equipment | 4 - 10 years |
An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Note 14. Right-of-use assets
| Non-current assets Office building - right-of-use Less: Accumulated depreciation |
2020 $ 810,049 (580,161) |
2019 $ - - |
|---|---|---|
| 229,888 | - |
No additions to the right-of-use assets were made during the year. The Company leased office space under an agreement that was surrendered on 31 July 2020.
Accounting policy for right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
39
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 14. Right-of-use assets (continued)
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Note 15. Capitalised technology costs
| Non-current assets Capitalised technology costs Less: Accumulated amortisation |
2020 $ 4,218,669 (1,874,828) |
2019 $ 3,503,434 (1,088,086) |
|---|---|---|
| 2,343,841 | 2,415,348 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| Balance at 1 July 2018 Additions Research and development tax offset Amortisation expense Balance at 30 June 2019 Additions Research and development tax offset Amortisation expense Balance at 30 June 2020 |
Capitalised technology costs $ 2,201,726 1,321,021 (489,024) (618,375) |
|---|---|
| 2,415,348 1,265,901 (550,666) (786,742) |
|
| 2,343,841 |
The recoverable amount of the capitalised technology costs has been determined by a value-in-use calculation using a discounted cash flow model ('DCF'), based on a five-year forecast.
Key assumptions are those to which the recoverable amount of an asset or cash-generating unit is most sensitive.
The following key assumptions were used in the DCF model:
| 2020 | |
|---|---|
| % | |
| Compounded annual growth rate | 30.20% |
| Cumulative return on sales | (1.78%) |
| Weighted average cost of capital ('WACC') | 18.36% |
40
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 15. Capitalised technology costs (continued)
Management believes the compounded annual growth rate is reasonable given the size of the market, the structural shift to online booking, expected changes to the competitive landscape and the uncertainty caused by COVID-19. The value-inuse calculation includes negative growth in year 1, followed by a market recovery in year 2 and a return to historical growth rates after that point.
Sensitivity testing reveals impairment of the capitalised technology costs would have occurred if the expected annual growth rate over the period was less than 29.06%.
Management believes the cumulative return on sales % is reasonable given the modelled revenue, as well as length of time to improve operational efficiencies. cumulative return on sales excludes share based payments depreciation and amortisation, financing costs and currency movements.
Sensitivity testing reveals impairment of the capitalised technology costs would have occurred if the cumulative return on sales was less than negative 3.48%.
Management believes the WACC % is a reasonable reflection of the time value of money and the Company’s WACC, the risk free rate and the volatility of the share price relative to market movements.
Sensitivity testing reveals impairment of the capitalised technology costs would have occurred if the WACC was less than 19.87%.
Accounting policy for capitalised technology costs
Capitalised technology costs are considered and carried at cost less accumulated amortisation and impairment losses. Amortisation commenced when the asset is available for use, that is, when it is in the location and condition necessary for it to be capable of operating in the manner intended by management, which is when it has reached commercialisation stage. Amortisation is on a straight-line basis over the estimated useful life of 5 (2019: 5) years.
Note 16. Trade and other payables
| Current liabilities Trade payables Other payables |
2020 $ 1,123,287 517,845 |
2019 $ 1,289,951 416,690 |
|---|---|---|
| 1,641,132 | 1,706,641 |
Refer to note 25 for further information on financial instruments.
Accounting policy for trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Note 17. Contract liabilities
| 2020 | 2019 | |
|---|---|---|
| $ | $ | |
| Current liabilities | ||
| Contract liabilities | 19,333 | 38,143 |
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $19,333 as at 30 June 2020 ($38,143 as at 30 June 2019) and is expected to be recognised as revenue in future periods.
41
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 17. Contract liabilities (continued)
Accounting policy for contract liabilities
Contract liabilities represent the Company's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the Company recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Company has transferred the goods or services to the customer.
Note 18. Borrowings
| Current liabilities Financing facility Non-current liabilities Financing facility The break-down of the non-current financing facility is set below: Loan received Fair value of warrants issued treated as arrangement fee Interest on warrants issued Transaction fee |
2020 $ 115,959 |
2019 $ 154,866 1,572,914 1,727,780 2019 $ 2,000,000 (367,086) - (60,000) 1,572,914 |
|---|---|---|
| 1,744,651 | ||
| 1,860,610 | ||
| 2020 $ 2,000,000 (367,086) 171,737 (60,000) |
||
| 1,744,651 |
The break-down of the non-current financing facility is set below:
Refer to note 25 for further information on financial instruments.
42
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 18. Borrowings (continued)
The financing facility represents borrowings from Pure Asset Management Pty Ltd as per the terms below: Amount $2,000,000 Term 36 months from the date of drawdown. Interest rate 10.50% per annum Warrants issued The warrants have an exercise price which is the lower of a) $0.553; or b) a 25% premium to the raise price of any future capital raise requiring extraordinary general meeting ('EGM') approval to increase shares on issue by greater than 15%. The number of warrants issued at the time of drawdown were 3,616,637 warrants, being $2,000,000 divided by the exercise price of $0.553. Accounting treatment Under AASB 2 the fair value of the warrants is considered part of the transaction costs of obtaining the loan facility. The fair value of the warrants is deducted from the fair value of the loan and recognised as a share-based payments reserve. Fair value of options The fair value of the warrants is $367,086, which was calculated using a binomial valuation. Each warrant has a fair value of $0.101. Right to compel conversion The Company may compel conversion of 3,616,637 Warrants if the VWAP exceeds $0.75 over a 30 day period. Post conversion escrow Ordinary shares resulting from the exercise of warrants will be escrowed for a period of 6 months post conversion. Loan early redemption The Company may redeem the loan early subject to standard commercial terms.
Financing arrangements
| Financing arrangements | ||
|---|---|---|
| Total facilities Borrowings Used at the reporting date Borrowings Unused at the reporting date Borrowings |
2020 $ 2,000,000 |
2019 $ 3,000,000 |
| 2,000,000 | 2,000,000 | |
| - | 1,000,000 |
Accounting policy for borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
Note 19. Lease liabilities
| Current liabilities Lease liability |
2020 $ 338,216 |
2019 $ - |
|---|---|---|
Refer to note 25 for information on the maturity analysis of lease liabilities.
43
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 19. Lease liabilities (continued)
Accounting policy for lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Variable lease payments include rent concessions in the form of rent forgiveness or a waiver as a direct consequence of the COVID-19 pandemic and which relate to payments originally due on or before 30 June 2021.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Note 20. Employee benefits
| Current liabilities Annual Leave Long service leave Non-current liabilities Long service leave |
2020 $ 139,693 16,596 |
2019 $ 175,623 23,010 |
|---|---|---|
| 156,289 | 198,633 | |
| 21,649 | 29,880 | |
| 177,938 | 228,513 |
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is presented as current, since the Company does not have an unconditional right to defer settlement. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
The following amounts reflect leave that is not expected to be taken within the next 12 months:
| Employee benefits obligation expected to be settled after 12 months | 2020 $ 15,074 |
2019 $ 32,434 |
|---|---|---|
Accounting policy for employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
44
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 20. Employee benefits (continued)
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Note 21. Provisions
| Current liabilities Make good |
2020 $ 98,776 |
2019 $ - |
|---|---|---|
Make good
The provision represents the present value of the estimated costs to make good the premises leased by the Company at the end of the respective lease terms.
Movements in make good
Movements in make good provision is set out below:
| 2020 Carrying amount at the start of the year Recognised on adoption of AASB 16 Unwinding of the discount on provisions Carrying amount at the end of the year |
Make good $ - 95,899 2,877 |
|---|---|
| 98,776 |
Accounting policy for provisions
Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of a past event, it is probable the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.
Note 22. Issued capital
| Ordinary shares - fully paid Ordinary shares - held in Employees' Trust Ordinary shares - held in Employees' Trust (allocated not converted) |
2020 Shares 102,887,024 2,355,803 (140,563) |
2019 Shares 81,682,411 2,645,960 - |
2020 $ 24,316,515 - - |
2019 $ 18,360,858 - - |
|---|---|---|---|---|
| 105,102,264 | 84,328,371 | 24,316,515 | 18,360,858 |
45
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 22. Issued capital (continued)
Movements in ordinary share capital
| Details Date Balance 1 July 2018 Issue of shares to employees 31 August 2018 Issue of shares to employees under Employee Share Scheme ('ESS') 29 November 2018 Issue of shares 3 January 2019 Issue of shares to employees 24 January 2019 Issue of shares to employees under ESS 1 March 2019 Issue of shares to employees under ESS 17 June 2019 Issue of shares to employees under ESS 20 June 2019 Share issue costs Balance 30 June 2019 Issue of shares to employees under ESS 15 July 2019 Issue of shares to employees under ESS 15 August 2019 Issue of shares to employees under ESS 16 September 2019 Non-recourse loan repayment 11 October 2019 Issue of shares to employees under ESS 16 October 2019 Issue of shares to employees under ESS 15 November 2019 Issue of shares 20 November 2019 Issue of shares to employees under ESS 16 December 2019 Issue of shares to employees under ESS 18 December 2019 Issue of shares - share purchase plan 18 December 2019 Issue of shares 23 December 2019 Issue of shares to employees under ESS 15 January 2020 Non-recourse loan repayment 4 February 2020 Issue of shares to employees under ESS 17 February 2020 Issue of shares to employees under ESS 20 April 2020 Issue of shares to employees under ESS 15 May 2020 Issue of shares to employees under ESS 16 Jun 2020 Share issue costs Balance 30 June 2020 |
Shares Issue price 75,575,283 86,628 $0.4450 478,683 $0.4800 3,972,035 $0.4300 215,742 $0.4400 767,851 $0.4300 301,551 $0.2700 284,638 $0.2500 - - 81,682,411 328,100 $0.3250 456,103 $0.3960 401,763 $0.4000 - $0.0000 98,147 $0.3930 398,025 $0.3300 10,672,567 $0.3000 405,063 $0.3000 97,680 $0.3000 2,675,021 $0.3000 3,328,625 $0.3000 161,364 $0.3520 - $0.0000 250,671 $0.3019 663,387 $0.0792 808,728 $0.1567 459,369 $0.1566 - - 102,887,024 |
$ 15,902,025 38,549 229,769 1,707,975 94,926 330,159 80,644 72,411 (95,600) |
|---|---|---|
| 18,360,858 106,632 180,456 160,708 30,000 38,556 131,344 3,201,770 121,520 29,304 802,500 998,588 57,371 8,261 75,672 52,524 126,708 71,928 (238,185) |
||
| 24,316,515 |
46
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 22. Issued capital (continued)
Movements in shares held in Employees Trust
| Details Date Balance 1 July 2018 Shares issued to Royal Exchange Nominees Pty Ltd ('REN') 1 March 2019 Issue of shares to employees 17 June 2019 Issue of shares to employees 20 June 2019 Balance 30 June 2019 Issue of shares to employees 15 July 2019 Issue of shares to employees 15 August 2019 Issue of shares to employees 16 September 2019 Issue of shares to employees 16 October 2019 Issue of shares to employees 15 November 2019 Issue of shares to employees 16 December 2019 Issue of shares to employees 15 January 2020 Issue of shares to employees 17 February 2020 Shares issued to REN 17 April 2020 Issue of shares to employees 20 April 2020 Issue of shares to employees 15 May 2020 Issue of shares to employees 16 Jun 2020 Balance 30 June 2020 |
Shares Issue price - 3,232,149 $0.0000 (301,551) $0.2700 (284,638) $0.2500 2,645,960 (328,100) $0.3250 (456,103) $0.9600 (401,763) $0.4000 (98,147) $0.3930 (398,025) $0.3300 (405,063) $0.3000 (161,364) $0.3520 (250,671) $0.3019 4,000,000 $0.0000 (663,387) $0.0792 (808,728) $0.1567 (459,369) $0.1566 2,215,240 |
$ - - 80,644 72,411 |
|---|---|---|
| 153,055 106,632 180,456 160,708 38,556 131,344 121,520 57,371 75,672 - 52,524 126,708 71,929 |
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends and any proceeds attributable to shareholders should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Ordinary shares held in Employees' Trust
During the year 2019, the Jayride Employee Share Trust ('Trust') was established to streamline share-based compensation for employees. Fully paid ordinary shares in the Company were issued to Royal Exchange Nominees Pty Ltd, as trustee of the Trust. The Trust issues shares to employee as part of their remuneration package. The Trust controls the shares set aside for future share-based remuneration.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Company's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The capital risk management policy remains unchanged from the 2019 Annual Report.
47
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 22. Issued capital (continued)
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Note 23. Reserves
| Share-based payments reserve | 2020 $ 3,450,313 |
2019 $ 3,146,680 |
|---|---|---|
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.
Movements in share-based payments reserve
| Balance at 1 July 2018 Share-based payments (shares) Share-based payments (options) Share-based payments (warrants) Balance at 30 June 2019 Share-based payments (shares) Share-based payments (options) Balance at 30 June 2020 |
Share-based payments Equity Options Warrants $ $ $ - 1,724,634 - 281,887 - - - 773,073 - - - 367,086 |
Share-based payments Equity Options Warrants $ $ $ - 1,724,634 - 281,887 - - - 773,073 - - - 367,086 |
Share-based payments Equity Options Warrants $ $ $ - 1,724,634 - 281,887 - - - 773,073 - - - 367,086 |
Total $ 1,724,634 281,887 773,073 367,086 |
|---|---|---|---|---|
| 281,887 | 2,497,707 | 367,086 | 3,146,680 | |
| (115,726) - |
- 419,359 |
- - |
(115,726) 419,359 |
|
| 166,161 | 2,917,066 | 367,086 | 3,450,313 |
Note 24. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Accounting policy for dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.
Note 25. Financial instruments
Financial risk management objectives
The Company's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board. These policies include identification and analysis of the risk exposure of the Company and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Company's operating units. Finance reports to the Board on a monthly basis.
48
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 25. Financial instruments (continued)
Market risk
Foreign currency risk
The Company undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The Company does not have any financial assets and financial liabilities denominated in a currency other than its functional currency.
The Company is not exposed to any significant foreign currency risk.
Price risk
The Company is not exposed to any significant price risk.
Interest rate risk
The Company's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Company to interest rate risk. Borrowings obtained at fixed rates expose the Company to fair value interest rate risk. At the reporting date the Company only has fixed rate borrowings.
The Company is not exposed to any significant interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Company obtains insurance where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount of cash and cash equivalents and trade receivables as disclosed in the statement of financial position and notes to the financial statements.
The Company has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the consolidated entity based on recent sales experience, historical collection rates and forward-looking information that is available. As disclosed in note 12, due to the COVID- 19 pandemic, the calculation of expected credit losses has been revised as at 30 June 2020 and rates have increased in each category up to 6 months overdue.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year.
The management has assessed the credit risk to be insignificant as a result of insurance cover on the majority of the current receivables.
Liquidity risk
Vigilant liquidity risk management requires the Company to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Company manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
49
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 25. Financial instruments (continued)
Remaining contractual maturities
The following tables detail the Company's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
| Weighted average interest rate 2020 % Non-derivatives Non-interest bearing Trade payables - Other payables - Interest-bearing - fixed rate Lease liability 6.00% Short-term finance factoring 10.49% Financial facility* 10.50% Total non-derivatives |
1 year or less $ 1,123,287 517,845 338,216 115,959 210,000 |
Between 1 and 2 years $ - - - - 2,210,000 |
Between 2 and 5 years $ - - - - - |
Over 5 years $ - - - - - |
Remaining contractual maturities $ 1,123,287 517,845 338,216 115,959 2,420,000 |
|---|---|---|---|---|---|
| 2,305,307 | 2,210,000 | - | - | 4,515,307 |
- The impact of the warrants that have been treated as financing costs is excluded. The effective rate of interest including these costs is 18.79%.
| Weighted average interest rate 2019 % Non-derivatives Non-interest bearing Trade payables - Other payables - Interest-bearing - fixed rate Short-term finance factoring 9.50% Financing facility* 10.50% Total non-derivatives |
1 year or less $ 1,289,951 416,690 154,866 210,000 |
Between 1 and 2 years $ - - - 210,000 |
Between 2 and 5 years $ - - - 2,210,000 |
Over 5 years $ - - - - |
Remaining contractual maturities $ 1,289,951 416,690 154,866 2,630,000 |
|---|---|---|---|---|---|
| 2,071,507 | 210,000 | 2,210,000 | - | 4,491,507 |
- The impact of the warrants that have been treated as financing costs is excluded. The effective rate of interest including these costs is 18.79%.
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Note 26. Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
50
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 27. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Company is set out below:
| Short-term employee benefits Post-employment benefits Share-based payments |
2020 $ 969,652 77,451 597,427 |
2019 $ 802,011 74,236 770,325 |
|---|---|---|
| 1,644,530 | 1,646,572 |
Note 28. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the Company:
| Audit services Audit or review of the financial statements Other services |
2020 $ 59,900 |
2019 $ 45,000 |
|---|---|---|
| - | 2,380 | |
| 59,900 | 47,380 |
Note 29. Contingent liabilities
The Company has given bank guarantees as at 30 June 2020 of $323,890 (2019: $323,890) to various landlords.
Note 30. Commitments
| Lease commitments Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years |
2020 $ - - |
2019 $ 482,931 227,687 |
|---|---|---|
| - | 710,618 |
AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated. Current year leases are included on the face of the statement of financial position in accordance with AASB 16. Comparative year leases are disclosed above and not on the statement of financial position in accordance with AASB 117.
Note 31. Related party transactions
Key management personnel
Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the directors' report.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
51
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 31. Related party transactions (continued)
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Note 32. Loss per share
| Loss after income tax attributable to the owners of Jayride Group Limited Weighted average number of ordinary shares used in calculating basic loss per share Weighted average number of ordinary shares used in calculating diluted loss per share Basic loss per share Diluted loss per share |
2020 $ (7,088,795) |
2019 $ (8,201,109) |
|---|---|---|
| Number 93,426,307 |
Number 78,238,903 |
|
| 93,426,307 | 78,238,903 | |
| Cents (7.59) (7.59) |
Cents (10.48) (10.48) |
3,439,862 (30 June 2019: 18,475,203) options, 3,650,000 (30 June 2019: 3,450,000) performance options, 3,616,637 (30 June 2019: 3,616,637) warrants and 2,215,240 (30 June 2019: 2,645,960) shares held in Employees' Trust have been excluded from the above calculation as their inclusion would be anti-dilutive.
Accounting policy for loss per share
Basic loss per share
Basic loss per share is calculated by dividing the profit attributable to the owners of Jayride Group Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted loss per share
Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
52
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 33. Cash flow information
Reconciliation of loss after income tax to net cash used in operating activities
| Loss after income tax expense for the year Adjustments for: Depreciation and amortisation Share-based payments Foreign exchange differences Transaction costs recognised as financing Gain on sale of equipment Make good and lease liability interest COVID-19 rental concession discount Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in prepayments Increase in grant receivable (attributed to operations) Increase/(decrease) in trade and other payables Increase/(decrease) in contract liabilities Increase/(decrease) in employee benefits Net cash used in operating activities |
2020 $ (7,088,795) 1,411,481 1,456,357 30,227 171,738 - 2,877 (86,894) 74,670 (18,086) 401,359 (730,981) (18,810) (50,575) |
2019 $ (8,201,109) 680,996 1,901,417 26,241 35,440 (1,105) - - (264,661) 23,486 (101,638) 970,064 3,516 43,705 |
|---|---|---|
| (4,445,432) | (4,883,648) |
Changes in liabilities arising from financing activities
| Balance at 1 July 2018 Net cash from financing activities Repayment of borrowings Transaction fee Balance at 30 June 2019 Repayment of borrowings Lease payments Recognised on adoption of AASB 16 Interest expense COVID-19 rental concession discount Balance at 30 June 2020 |
Financing facility $ - 2,154,866 (367,086) (60,000) |
Lease liability $ - - - - |
Total $ - 2,154,866 (367,086) (60,000) |
|---|---|---|---|
| 1,727,780 (38,907) - - 171,737 - |
- - (320,512) 714,150 31,472 (86,894) |
1,727,780 (38,907) (320,512) 714,150 203,209 (86,894) |
|
| 1,860,610 | 338,216 | 2,198,826 |
Note 34. Share-based payments
Employee Share Scheme ('ESS')
In 2017, the Company established an ESS that incentivises employees to become shareholders of the Company.
The Company issued shares to key employees as part of their base package as well as on a performance basis for achieving net revenue, profitability, or cash milestones in the 2020 financial year. The shares issued were as follows:
53
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 34. Share-based payments (continued)
| Actual issue date Issue price 15/07/2019 $0.3250 15/08/2019 $0.3950 16/09/2019 $0.4150 11/10/2019 $0.4060 15/11/2019 $0.3546 16/12/2019 $0.3000 18/12/2019 $0.3000 15/01/2020 $0.3484 17/02/2020 $0.2947 20/04/2020 $0.0720 15/05/2020 $0.1495 16/06/2020 $0.1494 Reversal of prior year accruals $0.3267 Accrued $0.1510 |
Base package Number of shares issued 68,120 291,798 203,446 - 291,893 267,894 97,680 23,431 140,079 415,858 683,732 330,066 (319,217) 882,598 |
Performance Number of shares issued 259,980 164,305 198,317 98,147 106,132 137,169 - 137,933 110,592 247,529 124,996 129,303 (543,572) 217,212 |
Total Number of shares issued 328,100 456,103 401,763 98,147 398,025 405,063 97,680 161,364 250,671 663,387 808,728 459,369 (862,789) 1,099,810 |
|---|---|---|---|
| 3,377,378 | 1,388,043 | 4,765,421 |
The Company issued shares to key employees as part of their base package as well as on a performance basis for achieving net revenue, profitability, or cash milestones in the 2019 financial year. The shares issued were as follows:
| Actual issue date Issue price 29/11/2018 $0.4800 24/01/2019 $0.4400 01/03/2019 $0.4300 17/06/2019 $0.2674 17/06/2019 $0.2544 Accrued $0.3267 |
Base package Number of shares issued 122,381 215,742 296,148 301,551 - 319,217 |
Performance Number of shares issued 356,302 - 471,702 - 284,638 543,572 |
Total Number of shares issued 478,683 215,742 767,850 301,551 284,638 862,789 |
|---|---|---|---|
| 1,255,039 | 1,656,214 | 2,911,253 |
Options
The terms and conditions of each grant of options over ordinary shares are as follows:
| Exercise | ||||
|---|---|---|---|---|
| Grant date | Type | Expiry date | price | Number |
| 1/09/2018 | 2/48 of total Class A Options will vest immediately on | 30/06/2023 | $0.5330 | 1,936,132 |
| 1/09/2018 and 46/48 of the total Class A Options will vest at | ||||
| rate of 1/48 every month until 30/06/2022. | ||||
| 11/02/2020 | 19/48 of total Class A Options will vest immediately on | 30/06/2023 | $0.5330 | 254,365 |
| 11/02/2020 and 29/48 of the total Class A Options will vest at | ||||
| rate of 1/48 every month until 30/06/2022. | ||||
| 11/02/2020 | 7/48 of total Class B Options will vest immediately on | 30/06/2024 | $0.5530 | 1,249,365 |
| 11/02/2020 and 41/48 of the total Class B Options will vest at | ||||
| rate of 1/48 every month until 30/06/2023. |
54
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 34. Share-based payments (continued)
Set out below are summaries of options granted:
| 2020 Exercise Grant date Expiry date price 18/12/2017 31/03/2020 $0.5530 01/09/2018 30/06/2023 $0.5330 11/02/2020 30/06/2023 $0.5330 11/02/2020 30/06/2024 $0.5530 Weighted average exercise price 2019 Exercise Grant date Expiry date price 18/12/2017 31/03/2020 $0.5530 01/09/2018 30/06/2023 $0.5330 Weighted average exercise price |
Balance at the start of the year 16,334,738 2,140,465 - - |
Granted - - 254,365 1,484,581 |
Exercised - - - - |
Expired/ forfeited/ other (16,334,738) (204,333) - (235,216) |
Balance at the end of the year - 1,936,132 254,365 1,249,365 |
|---|---|---|---|---|---|
| 18,475,203 | 1,738,946 | - | (16,774,287) | 3,439,862 | |
| $0.5507 Balance at the start of the year 16,334,738 - |
$0.5330 Granted - 2,378,198 |
$0.0000 Exercised - - |
$0.5525 Expired/ forfeited/ other - (237,733) |
$0.5330 Balance at the end of the year 16,334,738 2,140,465 |
|
| 16,334,738 | 2,378,198 | - | (237,733) | 18,475,203 | |
| $0.5530 | $0.5330 | $0.0000 | $0.5330 | $0.5507 |
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.36 years (2019: 1.13 years).
Performance options
The terms and conditions of each grant of performance options over ordinary shares are as follows:
| Performance | |||
|---|---|---|---|
| option class | Grant date | Vesting condition | Number |
| Class A | 28/11/2018 | Divided into 10 tranches, paid after each quarter, and vesting continuously | 1,550,000 |
| until 1/01/2021, expiry date 30/06/2021 | |||
| Class B | 28/11/2018 | The share price being at or above $0.55 per share at any time on or before | 300,000 |
| the expiry date, 31/12/2021 | |||
| Class C | 28/11/2018 | The share price being at or above $0.60 per share at any time on or before | 300,000 |
| the expiry date, 31/12/2021 | |||
| Class D | 28/11/2018 | The share price being at or above $0.65 per share at any time on or before | 300,000 |
| the expiry date, 31/12/2021 | |||
| Class E | 28/11/2018 | The share price being at or above $0.80 per share at any time on or before | 300,000 |
| the expiry date, 31/12/2021 | |||
| Class F | 28/11/2018 | The share price being at or above $0.95 per share at any time on or before | 300,000 |
| the expiry date, 31/12/2021 | |||
| Class G | 28/11/2018 | The share price being at or above $1.10 per share at any time on or before | 300,000 |
| the expiry date, 31/12/2021 | |||
| Class H | 18/12/2019 | The Company raising capital of $5 million or more, or the share price being at | 300,000 |
| or above $0.50 per share at any time on or before the expiry date, 31/12/2022. |
55
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 34. Share-based payments (continued)
Set out below are summaries of performance options granted:
| 2020 Exercise Grant date Expiry date price 28/11/2018 30/06/2021 $0.5000 28/11/2018 31/12/2021 $0.5500 28/11/2018 31/12/2021 $0.6000 28/11/2018 31/12/2021 $0.6500 28/11/2018 31/12/2021 $0.8000 28/11/2018 31/12/2021 $0.9500 28/11/2018 31/12/2021 $1.1000 18/12/2019 31/12/2022 $0.5000 2019 Exercise Grant date Expiry date price 28/11/2018 30/06/2021 $0.5000 28/11/2018 31/12/2021 $0.5500 28/11/2018 31/12/2021 $0.6000 28/11/2018 31/12/2021 $0.6500 28/11/2018 31/12/2021 $0.8000 28/11/2018 31/12/2021 $0.9500 28/11/2018 31/12/2021 $1.1000 |
Balance at the start of the year 1,650,000 300,000 300,000 300,000 300,000 300,000 300,000 - |
Granted - - - - - - - 300,000 |
Exercised - - - - - - - - |
Expired/ forfeited/ other (100,000) - - - - - - - |
Balance at the end of the year 1,550,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 |
|---|---|---|---|---|---|
| 3,450,000 | 300,000 | - | (100,000) | 3,650,000 | |
| Balance at the start of the year - - - - - - - |
Granted 1,800,000 300,000 300,000 300,000 300,000 300,000 300,000 |
Exercised - - - - - - - |
Expired/ forfeited/ other (150,000) - - - - - - |
Balance at the end of the year 1,650,000 300,000 300,000 300,000 300,000 300,000 300,000 |
|
| - | 3,600,000 | - | (150,000) | 3,450,000 |
Set out below are the performance options exercisable at the end of the financial year:
| Grant date Expiry date 28/11/2018 30/06/2021 18/12/2019 31/12/2022 |
2020 Number 1,350,000 300,000 |
2019 Number 900,000 - |
|---|---|---|
| 1,650,000 | 900,000 |
The weighted average remaining contractual life of performance options outstanding at the end of the financial year was 1.37 years (2019: 2.27 years).
For the options and performance options granted during the year ended 30 June 2020, the Binomial Hoadley Model valuation model inputs used to determine the fair value at the grant date, are as follows:
| Share price | Exercise | Expected | Dividend | Risk-free | Fair value | |||
|---|---|---|---|---|---|---|---|---|
| Grant date | Expiry date | grant date | price | volatility | yield | interest rate | at grant date | |
| 18/12/2019 | 31/12/2022 | $0.305 | $0.5000 | 75.00% | - | 0.65% | 0.1079 | |
| 11/02/2020 | 30/06/2023 | $0.305 | $0.5330 | 75.00% | - | 0.72% | 0.1069 | |
| 11/02/2020 | 30/06/2024 | $0.305 | $0.5530 | 75.00% | - | 0.72% | 0.1259 |
The expected volatility was calculated at the time of issue of performance options by measuring the standard deviation of the Company's share price in the prior period.
56
Jayride Group Limited Notes to the financial statements 30 June 2020
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Note 34. Share-based payments (continued)
Warrants
The Company did not issue any warrants during the year ended 30 June 2020. In consideration of the grant of $2,000,000 financing facility, the Company issued 3,616,637 warrants over ordinary shares on 2 February 2019.
Share-based payment expense recognised
| Share-based payment expense recognised | ||
|---|---|---|
| Shares Options Warrants* Total share-based payment expense |
2020 $ 1,036,998 419,359 - |
2019 $ 1,128,345 773,072 - |
| 1,456,357 | 1,901,417 |
- At 30 June 2019, the fair value of the warrants was not recognised as a share-based payment expense. Refer to note 18 for the accounting treatment of the warrants.
Accounting policy for share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Binomial Hoadley Model option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Note 35. Events after the reporting period
The Company's trading in Q1 FY21 continued to be materially impacted by the COVID-19 pandemic in line with the Company's forecasts and market disclosures. The Company continues to operate on the assumption that travel will increase gradually during FY21 and it will achieve pre-COVID-19 levels during FY22.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.
57
Jayride Group Limited Directors' declaration 30 June 2020
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In the directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
-
the attached financial statements and notes give a true and fair view of the Company's financial position as at 30 June 2020 and of its performance for the financial 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.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
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_____Rodney Bishop _______Andrey Shirben Managing Director Chairman
29 September 2020 Sydney
58
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RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT To the Members of Jayride Group Limited
Opinion
We have audited the financial report of Jayride Group Limited (the Company), which comprises the statement of financial position as at 30 June 2020, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Company is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Company's financial position as at 30 June 2020 and of its financial performance for the year then ended; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the 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 (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
Without modifying our opinion, we draw attention to Note 1 to the financial statements which indicates that the Company incurred a loss of $7,088,795 and reported negative operating cash flows amounting to $4,445,432 for the year ended 30 June 2020. These events or conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern.
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
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59
Liability limited by a scheme approved under Professional Standards Legislation
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Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.
| Key Audit Matter | How our audit addressed this matter |
|---|---|
| Capitalised technology costs Refer to Note 15 to the financial statements |
|
| As at 30 June 2020, the Company has a total of $2.3m (equivalent to 45% of the Company’s total assets) of intangible assets relating to capitalised development costs in respect of the online booking platform. We considered this a key audit matter due to the size of the Capitalised technology costs balance and the apparent existence of impairment indicators. In addition, the directors' assessment of the recoverable amount of the cash generating unit ("CGU") to which this intangible asset relate involves judgments about the future underlying cashflows of the business and the discount rates applied to them.. For the year ended 30 June 2020 management have performed an impairment test over the Capitalised technology costs by calculating the recoverable amount of the Capitalised technology costs and comparing it to its carrying amount. The recoverable amount was calculated first through use of a value in use model, using cashflows (revenues, expenses, and capital expenditure) for the CGU for 5 years, applying a terminal growth rate to the 5th year, and discounting them to their net present value using the Company's weighted average cost of capital (WACC). |
Our audit procedures included, among others: Updating our understanding of management's annual impairment assessment process; Assessing management’s determination that Capitalised technology costs should be allocated to a single CGU; Assessing the valuation methodology used to determine the recoverable amount of the CGU; Verifying the mathematical accuracy of the impairment test calculations Challenging the reasonableness of key assumptions, including the cashflow projections, revenue growth rates, discount rates, and sensitivities used; Reviewing previous budgets against actual performance to assess the historical accuracy of forecasting; Performing sensitivity analysis on key assumptions and estimates used in the value in use model, to determine the extent of headroom for the CGU; and Reviewing the accuracy and adequacy of disclosures against the requirements of AASB 136_Impairment of Assets_. |
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Key Audit Matters (Continued)
| Key Audit Matter | How our audit addressed this matter |
|---|---|
| Share based payments Refer to Note 23 in the financial statements |
|
| The Company has an employee share option plan (“ESOP”) included as part of the remuneration packages for senior management. In addition to this, performance options were issued to key executives in the financial year. The various classes of performance options have market vesting conditions attached, linked to share price performance. A number of detachable warrants were also issued as part of the loan facility that was entered into by the Company in February 2019. We identified share-based payments as a key audit matter due the complexity in the valuation and terms of the options and warrants issued. |
Our audit procedures in relation to share based payments included: Reviewing the reasonableness of option and warrants valuation inputs into the Binomial Options Pricing Model including assessment of the share volatility rates applied in comparison to entities in the similar industry; Performing a recalculation using the Binomial Options Pricing Model for a sample of options and warrants issued; Reviewing management’s estimate around achieving the performance related conditions; Testing a sample of options and warrants issued to signed ESOP agreements; and Reviewing the accounting for the share-based payments (including detachable warrants) to ensure it is in compliance with AASB 2_Share- _based Payments. |
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Company's annual report for the year ended 30 June 2020 but does not include the financial report and the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Jayride Group Limited, for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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RSM AUSTRALIA PARTNERS
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R J MORILLO MALDONADO
Partner
Dated: 29 September 2020 Melbourne, Victoria
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Jayride Group Limited Shareholder information 30 June 2020
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The shareholder information set out below was applicable as at 22 September 2020.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
| 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel |
Number of holders of ordinary shares 19 188 73 145 106 |
|---|---|
| 531 | |
| 45 |
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
| RODNEY BISHOP FOLLOW THE SEED AUSTRALIA P/L (FOLLOW THE SEED ILP0000146) UBS NOMINEES PTY LTD JONATHAN BEARE PROTO INVESTMENT PARTNERS PTY LTD MR ZHONGYUAN LIN ARTESIAN AFOF PTY LTD (ARTESIAN HOSTPLUS VC 1 ILP) HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED PERSHING AUSTRALIA NOMINEES PT Y LTD (ACCUM A/C) CS THIRD NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 13 A/C) ROYAL EXCHANGE NOMINEES PTY LTD (JAYRIDE EMPLOYEE SHARE A/C) SYD VENTURES INC GEOULA PTY LTD (ZAETZ FAMILY A/C) MR PETER CHARLES MCWILLIAM RIMON CAPITAL PTY LTD AUSTRALIAN EXECUTOR TRUSTEES LIMITED VINKO GRGIC JAMES FERGUSON RING ELYUMA ENTERPRISES PTY LTD (ELYUMA FAMILY A/C) LACHLAN MCCABE |
Ordinary shares % of total shares Number held issued 11,000,000 10.45 9,045,007 8.59 6,924,787 6.58 6,876,798 6.53 6,021,072 5.72 4,898,137 4.65 4,753,044 4.51 3,721,365 3.53 3,200,000 3.04 2,525,000 2.40 2,275,456 2.16 2,171,488 2.06 1,438,258 1.37 1,256,158 1.19 1,188,264 1.13 1,162,791 1.10 1,158,720 1.10 1,092,810 1.04 1,014,840 0.96 856,285 0.81 |
Ordinary shares % of total shares Number held issued 11,000,000 10.45 9,045,007 8.59 6,924,787 6.58 6,876,798 6.53 6,021,072 5.72 4,898,137 4.65 4,753,044 4.51 3,721,365 3.53 3,200,000 3.04 2,525,000 2.40 2,275,456 2.16 2,171,488 2.06 1,438,258 1.37 1,256,158 1.19 1,188,264 1.13 1,162,791 1.10 1,158,720 1.10 1,092,810 1.04 1,014,840 0.96 856,285 0.81 |
|---|---|---|
| 72,580,280 | 68.92 |
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Jayride Group Limited Shareholder information 30 June 2020
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Unquoted equity securities
| Unquoted equity securities | ||
|---|---|---|
| Number | Number | |
| Class | of securities | of holders |
| Unlisted Warrants expiring 19 March 2022 | 3,616,637 | 1 |
| Class A Employee Options exercisable at $0.533, expiring 30 June 2023 | 1,936,132 | 8 |
| Class A Employee Options exercisable at $0.533, expiring 30 June 2023 | 254,365 | 2 |
| Class B Employee Options exercisable at $0.553 expiring 30 June 2024 | 1,249,365 | 11 |
| Class A to Class G Dir Performance Options (Aggregated) | 3,650,000 | 7 |
Substantial holders
The following are the substantial holders in the Company and their respective relevant interests as per their last substantial holding notices given to the Company:
| ANDREY SHIRBEN YIFAT SHIRBEN FOLLOW THE SEED AUSTRALIA P/L (FOLLOW THE SEED ILP0000146) SYD VENTURES INC RICH ORIENTAL COMPANY LIMITED RODNEY BISHOP UBS NOMINEES PTY LTD JONATHAN BEARE PROTO INVESTMENT PARTNERS PTY LTD |
Ordinary shares % of total Number held shares issued 441,236 0.42 44,952 0.04 9,045,007 8.59 2,171,488 2.06 168,000 0.16 |
Ordinary shares % of total Number held shares issued 441,236 0.42 44,952 0.04 9,045,007 8.59 2,171,488 2.06 168,000 0.16 |
|---|---|---|
| 11,870,683 | 11.27 | |
| 11,000,000 6,924,787 6,876,798 6,021,072 |
10.45 6.58 6.53 5.72 |
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
There are no other classes of equity securities that confer voting rights.
Securities subject to ASX imposed escrow
There were no equity securities subject to ASX imposed escrow at 22 September 2020.
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