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JAYRIDE GROUP LIMITED Interim / Quarterly Report 2021

Feb 23, 2021

65156_rns_2021-02-23_593be194-65fb-42bd-b18d-f1f0796a7c15.pdf

Interim / Quarterly Report

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1H FY21 RESULTS AND APPENDIX 4D

Interim Financial Report for Half-Year ended 31 December 2020 Lodged with the ASX under Listing Rule 4.3A. Jayride Group Limited (ASX:JAY) ABN 49 155 285 528

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Jayride Group Limited Appendix 4D Half-year report

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1. Company details

Name of entity: Jayride Group Limited ABN: 49 155 285 528 Reporting period: For the half-year ended 31 December 2020 Previous period: For the half-year ended 31 December 2019

2. Results for announcement to the market

$
Total revenue from ordinary activities (excluding COVID-19 government down 81.17% to 453,028
contributions)
Revenue from net commissions and fees booked down 90.90% to 215,154
Loss from ordinary activities after tax attributable to the owners of Jayride down 47.78% to (2,148,195)
Group Limited
Loss for the half-year attributable to the owners of Jayride Group Limited down 47.78% to (2,148,195)

Dividends

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

Comments

The loss for the Company after providing for income tax amounted to $2,148,195 (31 December 2019: $4,113,488).

3. Net tangible assets

3. Net tangible assets
31 Dec 2020 30 Jun 2020
Cents Cents
Net tangible assetsper ordinarysecurity (0.63) (1.38)

4. Control gained over entities

Not applicable.

5. Loss of control over entities

Not applicable.

6. Dividends

Current period

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

Previous period

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

Jayride Group Limited Appendix 4D Half-year report

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7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

Not applicable.

9. Foreign entities

Details of origin of accounting standards used in compiling the report:

Not applicable.

10. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements were subject to a review by the auditors and the review report is attached as part of the Interim Report. The review report contains a paragraph emphasising a material uncertainty related to going concern.

11. Attachments

Details of attachments (if any):

The Interim Report of Jayride Group Limited for the half-year ended 31 December 2020 is attached.

12. Signed

Authorised by the Board of Directors.

Signed _________

Date: 24 February 2021

Rodney Bishop Managing Director Sydney

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Jayride Group Limited ABN 49 155 285 528

Interim Report - 31 December 2020

Jayride Group Limited
Contents
31 December 2020
Directors' report 2
Auditor's independence declaration 4
Statement of profit or loss and other comprehensive income 5
Statement of financial position 6
Statement of changes in equity 7
Statement of cash flows 8
Notes to the financial statements 9
Directors' declaration 19
Independent auditor's review report to the members of Jayride Group Limited 20

1

Jayride Group Limited Directors' report 31 December 2020

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The directors present their report, together with the financial statements, on the Company for the half-year ended 31 December 2020.

Directors

The following persons were directors of the Company during the whole of the financial half-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 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 have occurred in the nature of the Company's activity during the current financial half-year.

Dividends

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

Review of operations

The Company's revenue during the half-year was $848,528 (31 December 2019: $2,405,566), representing a decrease of 64.73% compared to the corresponding period.

The loss for the Company after providing for income tax amounted to $2,148,195 (31 December 2019: $4,113,488), representing a decrease of 47.78% compared to the corresponding period.

The performance was in line with the Company’s strategy to outlast the pandemic and prepare for the market recovery by prudently managing the resources and relationships whilst positioning for changes in traveller and partner behaviour and distressed competitor opportunities.

Significant changes in the state of affairs

The Company's trading in Q3 FY21 continued to be materially impacted by the COVID-19 pandemic in line with the Company's forecasts and market disclosures.

2

Jayride Group Limited Directors' report 31 December 2020

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The Company successfully raised $2,500,000 through share placements and a share purchase plan during the period by issuing 16,666,677 shares at 15 cents.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

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_____ _______ Rodney Bishop Andrey Shirben Managing Director Chairman

24 February 2021 Sydney

3

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Jayride Group Limited for the half year ended 31 December 2020, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (ii) any applicable code of professional conduct in relation to the review.

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RSM AUSTRALIA PARTNERS

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R J MORILLO MALDONADO

Partner

Dated: 24 February 2021 Melbourne, Victoria

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4

Jayride Group Limited

Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2020

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Jayride Group Limited
Statement of profit or loss and other comprehensive income
For the half-year ended 31 December 2020
Note 31 Dec 2020 31 Dec 2019
$ $
Revenue
Net commission and fees booked 4 215,154 2,365,417
Interest revenue 340 149
Other income 5 633,034 40,000
Total revenue and income 848,528 2,405,566
Variable and support costs
Advertising and marketing costs (41,914) (1,096,638)
Variable operatingcosts (135,102) (1,017,868)
Total variable and support costs (177,016) (2,114,506)
Non-variable costs
Non-variable operating costs (804,177) (1,091,437)
Corporate costs (327,506) (372,255)
Growth costs 6 (392,255) (961,879)
Share-based payments expense 17 (507,056) (947,769)
Loss on disposal of plant and equipment (118,313) -
Depreciation and amortisation 7 (485,773) (684,639)
Total non-variable costs (2,635,080) (4,057,979)
Non-operating costs
Currency movements 1,988 (55,009)
Finance costs 7 (186,615) (291,560)
Total non-operatingcosts (184,627) (346,569)
Loss before income tax expense (2,148,195) (4,113,488)
Income tax expense - -
Loss after income tax expense for the half-year attributable to the owners of
Jayride Group Limited (2,148,195) (4,113,488)
Other comprehensive income for the half-year,net of tax - -
Total comprehensive loss for the half-year attributable to the owners of Jayride
Group Limited (2,148,195) (4,113,488)
Cents Cents
Basic loss per share 8 (1.96) (4.81)
Diluted loss per share 8 (1.96) (4.81)

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

5

Jayride Group Limited Statement of financial position As at 31 December 2020

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Jayride Group Limited
Statement of financial position
As at 31 December 2020
Note 31 Dec 2020 30 Jun 2020
$ $
Assets
Current assets
Cash and cash equivalents 2,264,882 963,459
Trade and other receivables 9 287,557 742,102
COVID-19 government contribution receivable 66,000 82,000
Goods and services tax receivable 20,011 25,894
Research and development incentive receivable - 619,153
Prepayments 56,967 68,623
Total current assets 2,695,417 2,501,231
Non-current assets
Deposits 8,800 -
Plant and equipment 10 44,085 175,014
Right-of-use assets 11 - 229,888
Capitalised technologycosts 12 2,451,145 2,343,841
Total non-current assets 2,504,030 2,748,743
Total assets 5,199,447 5,249,974
Liabilities
Current liabilities
Trade and other payables 1,400,522 1,641,132
Contract liabilities 20,761 19,333
Borrowings 2,807 115,959
Lease liabilities - 338,216
Employee benefits 136,797 156,289
Provisions - 98,776
Future transportpayments 114,685 188,033
Total current liabilities 1,675,572 2,557,738
Non-current liabilities
Borrowings 1,816,947 1,744,651
Employee benefits 26,306 21,649
Total non-current liabilities 1,843,253 1,766,300
Total liabilities 3,518,825 4,324,038
Net assets 1,680,622 925,936
Equity
Issued capital 13 27,055,597 24,316,515
Reserves adjustment related to exercise of share options 254,636 -
Reserves 14 3,359,476 3,450,313
Accumulated losses (28,989,087) (26,840,892)
Total equity 1,680,622 925,936

The above statement of financial position should be read in conjunction with the accompanying notes

6

Jayride Group Limited Statement of changes in equity For the half-year ended 31 December 2020

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Jayride Group Limited
Statement of changes in equity
For the half-year ended 31 December 2020
Issued Accumulated
capital Reserves losses Total equity
$ $ $ $
Balance at 1 July 2019 18,360,858 3,146,680 (19,752,097) 1,755,441
Loss after income tax expense for the half-year - - (4,113,488) (4,113,488)
Other comprehensive income for the half-year,net of tax - - - -
Total comprehensive loss for the half-year - - (4,113,488) (4,113,488)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs 4,764,672 - - 4,764,672
Share-based payments (shares) 518,461 225,544 - 744,005
Share-based payments (options) - 203,764 - 203,764
Exercise of options 30,000 - - 30,000
Transfer on issue of shares to employees 250,060 (250,060) - -
Balance at 31 December 2019 23,924,051 3,325,928 (23,865,585) 3,384,394
Issued Accumulated
capital Reserves losses Total equity
$ $ $ $
Balance at 1 July 2020 24,316,515 3,450,313 (26,840,892) 925,936
Loss after income tax expense for the half-year - - (2,148,195) (2,148,195)
Other comprehensive income for the half-year,net of tax - - - -
Total comprehensive loss for the half-year - - (2,148,195) (2,148,195)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 13) 2,355,397 - - 2,355,397
Limited recourse loan repayment (note 13) 40,428 - - 40,428
Share-based payments (shares) (note 17) 343,257 (34,367) - 308,890
Share-based payments (options) (note 17) - 198,166 - 198,166
Transfer in relation to exercise of share options - (254,636) 254,636 -
Balance at 31 December 2020 27,055,597 3,359,476 (28,734,451) 1,680,622

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

7

Jayride Group Limited Statement of cash flows For the half-year ended 31 December 2020

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Jayride Group Limited
Statement of cash flows
For the half-year ended 31 December 2020
31 Dec 2020 31 Dec 2019
$ $
Cash flows from operating activities
Net receipts from bookings (inclusive of GST) 211,331 2,085,953
Payments to suppliers and employees (inclusive of GST) (1,470,989) (3,745,228)
Grants funding for operating activities 168,846 509,975
COVID-19 government contributions 411,140 -
Interest received 340 21
Interest and other finance costs paid (112,430) (185,156)
Other 1,969 -
Net cash used in operatingactivities (789,793) (1,334,435)
Cash flows from investing activities
Payments for plant and equipment - (2,454)
Payments for intangibles (533,618) (582,127)
Grants funding for investing activities 550,667 489,024
Proceeds from disposal ofproperty, plant and equipment 807 -
Net cash from/(used in)investingactivities 17,856 (95,557)
Cash flows from financing activities
Proceeds from issue of shares 2,500,000 4,762,858
Proceeds from repayment of limited recourse loan 40,428 -
Share issue transaction costs (134,701) (238,185)
Proceeds from borrowings - 295,893
Repayment of borrowings (113,152) -
Repayment of lease liabilities (215,317) (209,687)
Net cash from financingactivities 2,077,258 4,610,879
Net increase in cash and cash equivalents 1,305,321 3,180,887
Cash and cash equivalents at the beginning of the financial half-year 963,459 1,433,354
Effects of exchange rate changes on cash and cash equivalents (3,898) (40,793)
Cash and cash equivalents at the end of the financial half-year 2,264,882 4,573,448

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

8

Jayride Group Limited Notes to the financial statements 31 December 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 24 February 2021.

Note 2. Significant accounting policies

These general purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the policies stated below.

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. The adoption of these new or amended standards and interpretations did not have any significant impact on the financial performance or position of the Company.

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 $2,148,195 had net cash outflows from operating activities of $789,793 for the half-year ended 31 December 2020.

The business and industry continues to be materially impacted by the COVID-19 pandemic. At the date of this report, the Company’s operations continue to be well under historical pre-COVID-19 levels. 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 its business will increase gradually during the next 12 months and it will approach pre-COVID-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.

9

Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 2. Significant accounting policies (continued)

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 continues to monitor its cash flows having implemented a cost optimisation plan in March 2020 that delivered material improvements to operational cash flow compared to the previous period. The plan included significant reductions to employee and office lease costs as well as various general and administrative expenses;

  • Management has identified operating expenditures supporting its market capture objectives where further cost optimisations can be achieved if the COVID-19 pandemic continues to impact the travel market beyond expectations; and

  • The Company has demonstrated the ability to raise capital if required pursuant to ASX listing rule 7.1 and 7.1A.

Accordingly, the Directors believe that the Company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the company does not continue as a going concern.

Note 3. 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 represent those disclosed in these financial statements and are not duplicated here.

Major customers

During the half-year ended 31 December 2020 approximately 68.50% (31 December 2019: 10.78%) of the Company's external revenue was derived from sales to major customers.

Geographical information

Geographical information
Geographical non-current
Sales to external customers assets
31 Dec 2020 31 Dec 2019 31 Dec 2020 30 Jun 2020
$ $ $ $
Oceania 35,177 657,746 2,504,030 2,748,743
Europe 57,681 363,446 - -
North America 115,672 1,102,036 - -
South America - 16,354 - -
Asia 4,165 213,799 - -
Africa 2,459 12,036 - -
215,154 2,365,417 2,504,030 2,748,743

The geographical information for the half-year ended 31 December 2019 has been restated to align with the presentation for the half-year ended 31 December 2020.

10

Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 4. Net commission and fees booked

Note 4. Net commission and fees booked
31 Dec 2020 31 Dec 2019
$ $
Revenue from contracts with customers
Net commission and fees booked 215,154 2,365,417

Disaggregation of revenue

For disaggregation of revenue from contracts with customers, refer to note 3.

Timing of revenue recognition

Revenue from contracts with customers is recognised at a point in time.

Note 5. Other income

Note 5. Other income
31 Dec 2020 31 Dec 2019
$ $
Government contributions (Research and development tax incentive and Export Market
Development Grant) 100,000 40,000
COVID-19 government contributions* 395,500 -
Gain on derecognition of right-of-use assets (note 11) 44,328 -
Proceeds from insurance settlement 93,206 -
633,034 40,000
  • During the COVID-19 pandemic, the Company has received $370,500 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 cash flow boost support payments of $25,000 from the Australian Government.

Note 6. Growth costs

Note 6. Growth costs
31 Dec 2020 31 Dec 2019
$ $
Engineering costs not capitalised (a) 30,717 81,047
Employee and contractor costs 360,270 847,766
Othergrowth costs 1,268 33,066
392,255 961,879

(a) Engineering costs not capitalised

31 Dec 2020 31 Dec 2019
$ $
Total technology costs 564,335 663,174
Less: capitalised technologycosts (533,618) (582,127)
Engineeringcosts not capitalised 30,717 81,047

11

Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 7. Expenses

Note 7. Expenses
31 Dec 2020 31 Dec 2019
$ $
Loss before income tax includes the following specific expenses:
Depreciation
Fixtures and fittings 1,538 9,668
Office buildings right-of-use assets 47,650 285,900
Computer equipment 10,247 11,144
Office equipment 24 229
Total depreciation 59,459 306,941
Amortisation
Capitalised technologycosts 426,314 377,698
Total depreciation and amortisation 485,773 684,639
Finance costs
Interest and finance charges paid/payable on borrowings 184,725 271,576
Interest and finance charges paid/payable on lease liabilities 1,646 18,556
Unwindingof the discount onprovisions 244 1,428
Finance costs expensed 186,615 291,560
Superannuation expense
Defined contribution superannuation expense 86,279 157,775
Note 8. Loss per share
31 Dec 2020 31 Dec 2019
$ $
Loss after income tax attributable to the owners of Jayride GroupLimited (2,148,195) (4,113,488)
Number Number
Weighted average number of ordinaryshares used in calculatingbasic lossper share 109,625,988 85,551,600
Weighted average number of ordinaryshares used in calculatingdiluted lossper share 109,625,988 85,551,600
Cents Cents
Basic loss per share (1.96) (4.81)
Diluted loss per share (1.96) (4.81)

Note 8. Loss per share

12,977,128 (31 December 2019: 18,475,203) options, 4,850,000 (31 December 2019: 3,650,000) performance options, 3,616,637 (31 December 2019: 3,616,637) warrants and 768,875 (31 December 2019: 558,759) shares held in Employees' Trust have been excluded from the above calculation as their inclusion would be anti-dilutive.

12

Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 9. Trade and other receivables

Note 9. Trade and other receivables
31 Dec 2020 30 Jun 2020
$ $
Current assets
Trade receivables 645,921 774,591
Less: Allowance for expected credit losses (360,039) (32,489)
285,882 742,102
Other receivables 1,675 -
287,557 742,102

Allowance for expected credit losses

The Company has recognised a loss of $nil in profit or loss in respect of the expected credit losses for the half-year ended 31 December 2020 (30 June 2020: $49,484). The Company received $93,206 proceeds from insurance settlement on aged receivables that has been fully provisioned but not yet written-off in trade receivables with recovery discussions on-going.

The ageing of the receivables and allowance for expected credit losses provided for above are as follows:

Allowance for expected Allowance for expected Allowance for expected
Expected credit loss rate Carrying amount credit losses
31 Dec 2020 30 Jun 2020 31 Dec 2020 30 Jun 2020 31 Dec 2020 30 Jun 2020
% % $ $ $ $
Yet to be billed - - 122,350 201,976 - -
Current 4.366% 1.000% 42,170 8,209 1,841 82
Less than 3 months overdue 14.873% 5.819% 19,862 191,990 2,954 11,172
3 to 6 months overdue 31.851% 5.250% 1,664 294,270 530 15,449
Over 6 months overdue 77.133% 7.404% 459,875 78,146 354,714 5,786
645,921 774,591 360,039 32,489

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.

Note 10. Plant and equipment

Note 10. Plant and equipment
31 Dec 2020 30 Jun 2020
$ $
Non-current assets
Fixtures and fittings - at cost 3,648 173,161
Less: Accumulated depreciation (2,812) (52,666)
836 120,495
Computer equipment - at cost 164,801 166,755
Less: Accumulated depreciation (121,552) (112,966)
43,249 53,789
Office equipment - at cost 1,101 3,896
Less: Accumulated depreciation (1,101) (3,166)
- 730
44,085 175,014

13

Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 10. Plant and equipment (continued)

Reconciliations

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

Fixtures and Computer Office
fittings equipment equipment Total
$ $ $ $
Balance at 1 July 2020 120,495 53,789 730 175,014
Disposals (118,121) (293) (706) (119,120)
Depreciation expense (1,538) (10,247) (24) (11,809)
Balance at 31 December 2020 836 43,249 - 44,085

Note 11. Right-of-use assets

The Company leased office space under an agreement that was surrendered on 31 July 2020. The Company recognised a gain on derecognition of the right-of-use of $44,328 (refer to note 5). No additions to the right-of-use assets were made during the half-year.

Note 12. Capitalised technology costs

Note 12. Capitalised technology costs
31 Dec 2020 30 Jun 2020
$ $
Non-current assets
Capitalised technology costs 4,752,287 4,218,669
Less: Accumulated amortisation (2,301,142) (1,874,828)
2,451,145 2,343,841

Reconciliations

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

Capitalised
technology
costs
$
Balance at 1 July 2020 2,343,841
Additions 533,618
Amortisation expense (426,314)
Balance at 31 December 2020 2,451,145

Impairment testing

In accordance with Australian Accounting Standards, an impairment test was performed of the capitalised technology costs during the period. This test consisted of determining the asset’s recoverable amount using a value-in-use calculation comprising a discounted cash flow model ('DCF') based on a five-year forecast. The results of this test showed that the recoverable amount of capitalised technology costs exceeded carrying value of the asset.

14

Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 12. Capitalised technology costs (continued)

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.

31 December
2020
Key assumption %
Compounded annual growth rate 68.28%
Gross profit margin (after deducting variable and support costs) 40.00%
Cumulative return on sales 2.92%
Weighted average cost of capital ('WACC') 22.59%

Sensitivity testing reveals impairment of the capitalised technology costs would have occurred if either:

  • the expected annual growth rate over the period was less than 64.39%;

  • the gross profit margin (after variable and supports costs) for the period was less than 36.33%;

  • the cumulative return on sales was less than 1.67%; or

  • the WACC was greater than 24.80%.

Management believes the compounded annual growth rate adopted is reasonable given the base position that growth is measured against, 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-in-use calculation includes negative growth in year 1, followed by a market recovery of approximately 85.00% of the pre-COVID 19 levels in year 2 and then exceeding historical growth rates after that point.

Management believes the gross profit margin (after deducting variable and support costs) adopted is reasonable because the required % performance for variable and support costs is already being achieved on a normalised revenue basis (reverse current refunded bookings rate and apply historical refunded bookings rate).

Management believes the cumulative return on sales adopted is reasonable having regard to the modelling of forecast revenue and the length of time required to improve operational efficiencies. Cumulative return on sales excludes share based payments, depreciation and amortisation, financing costs and currency movements.

Management believes the WACC adopted is a reasonable reflection of the Company's current and forecast WACC, the time value of money, risk-free interest rates and the volatility of the share price relative to market movements.

Note 13. Issued capital

Note 13. Issued capital
31 Dec 2020 30 Jun 2020 31 Dec 2020 30 Jun 2020
Shares Shares $ $
Ordinary shares - fully paid 121,983,449 102,887,024 27,055,597 24,316,515
Ordinary shares - held in Employees' Trust 768,875 2,355,803 - -
Ordinary shares - held in Employees' Trust (allocated not
converted) - (140,563) - -
122,752,324 105,102,264 27,055,597 24,316,515

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Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 13. Issued capital (continued)

Movements in ordinary share capital

Movements in ordinary share capital
Details Date Shares Issue price $
Balance 1 July 2020 102,887,024 24,316,515
Issue of shares to employees under Employee Share
Scheme ('ESS') 15 July 2020 60,720 $0.1481 8,994
Issue of shares to employees under ESS 20 July 2020 107,258 $0.1414 15,165
Issue of shares to employees under ESS 16 August 2020 724,405 $0.1315 95,281
Issue of shares 21 October 2020 10,000,000 $0.1500 1,500,000
Issue of shares 24 November 2020 4,006,667 $0.1500 601,000
Issue of shares 27 November 2020 2,660,010 $0.1500 399,000
Issue of shares to employees under ESS 15 December 2020 553,982 $0.1200 66,478
Limited recourse loan repayment - exercisable pre-
IPO options 21 December 2020 - 40,428
Issue of shares to directors under ESS (accrued) 31 December 2020 983,383
-
$0.1600 157,339
Share issue costs - (144,603)
Balance 31 December 2020 121,983,449 27,055,597

Movements in shares held in Employees Trust

Details Date Shares Issue price $
Balance 1 July 2020 2,215,240
Issue of shares to employees 15 July 2020 (60,720) $0.1481 8,994
Issue of shares to employees 20 July 2020 (107,258) $0.1414 15,165
Issue of shares to employees 16 August 2020 (724,405) $0.1315 95,281
Issue of shares to employees 15 December 2020 (553,982) $0.1200 66,478
Balance 31 December 2020 768,875

Ordinary shares

Ordinary shares entitle the holder to participate in any dividends declared 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 employees as part of their remuneration package. The Trust controls the shares set aside for future share-based remuneration.

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Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 14. Reserves

31 Dec 2020 30 Jun 2020
$ $
Share-basedpayments reserve 3,359,476 3,450,313
Movements in share-based payments reserve
Share-based
payments
Equity Options Warrants Total
$ $ $
Balance at 1 July 2020 166,161 2,917,066 367,086 3,450,313
Share-based payments (shares) (34,367) - - (34,367)
Share-based payments (options) - 198,166 - 198,166
Transfer in relation to exercise of share options - (254,636) - (254,636)
Balance as at 31 December 2020 131,794 2,860,596 367,086 3,359,476

Note 15. Dividends

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

Note 16. Contingent liabilities

The Company has given bank guarantees as at 31 December 2020 of $nil (30 June 2020: $323,890) to various landlords.

Note 17. 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 financial half-year ended 31 December 2020. The shares issued were as follows:

Base package Performance Total
Number of Number of Number of
Actual issue date Issue price shares issued shares issued shares issued
15/07/2020 $0.1481 60,720 - 60,720
20/07/2020 $0.1414 - 107,258 107,258
16/08/2020 $0.1315 63,540 660,865 724,405
15/12/2020 $0.1200 158,299 395,683 553,982
31/12/2020 $0.1600 983,383 - 983,383
Reversal of prior year accruals $0.1511 (882,598) (217,212) (1,099,810)
Accrued $0.1549 337,260 513,602 850,862
720,604 1,460,196 2,180,800

Options

The terms and conditions of options granted during the half-year ended 31 December 2020 are as follows:

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Jayride Group Limited Notes to the financial statements 31 December 2020

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Note 17. Share-based payments (continued)

Exercise
Grant date Type and vesting condition Expiry date price Number
01/07/2020 Class C Employee Options 30/06/2025 $0.30 2,723,132
3/48 vested 21/10/2020 and 45/48 of the total options issued
will vest at rate of 1/48 every month until 30/06/2024.
01/07/2020 Class D Employee Options 30/06/2025 $0.30 2,430,649
3/48 vested immediately on 21/10/2020 and 45/48 of the total
options will vest at rate of 1/48 every month until 30/06/2024.
Performance options
The terms and conditions of performance options granted during the half-year ended 31 December 2020 are as follows:
Grant date Type and vesting condition Expiry date Exercise price Number
21/10/2020 Class I Director Performance Options 30/06/2024 $0.30 1,200,000
1/12 of the total options will vest every 3 months until
20/10/2023.

Performance options

The terms and conditions of performance options granted during the half-year ended 31 December 2020 are as follows:

The options and performance options granted during the half-year ended 31 December 2020 were valued using the binomial valuation model. Inputs used to determine the fair value at the grant date are as follows:

Share price Risk-free
at grant Exercise Expected Dividend interest Fair value at
Type Grant date Expiry date date price volatility yield rate grant date
Class C & D 01/07/2020 30/06/2025 $0.1450 $0.30 85.00% - 0.87% 0.0649
Class I 21/10/2020 30/06/2024 $0.1600 $0.30 85.00% - 0.13% 0.0644

Warrants

The Company did not issue any warrants during the half-year ended 31 December 2020.

Share-based payment expense recognised

Share-based payment expense recognised
31 Dec 2020 31 Dec 2019
$ $
Shares 308,890 744,005
Options andperformance options 198,166 203,764
507,056 947,769

Note 18. Events after the reporting period

COVID-19

The Company continues to be impacted by the COVID-19 pandemic. Due to rapidly changing global circumstances relating to the COVID-19 pandemic, including quarantines, travel restrictions and economic stimuluses, it is not practicable to estimate the potential impact after the reporting date.

Changes to key management personnel

On 15 January 2021, the Company announced that Mr Andrey Shirben, Chair of the Company, had flagged his intention to resign from the Board on 31 March 2021 to pursue other interests. The Company has begun a search to appoint a new independent non-executive Chair.

No other matter or circumstance has arisen since 31 December 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.

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Jayride Group Limited Directors' declaration 31 December 2020

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In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes give a true and fair view of the Company's financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and

  • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

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_____ _______ Rodney Bishop Andrey Shirben Managing Director Chairman 24 February 2021 Sydney

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INDEPENDENT AUDITOR’S REVIEW REPORT

TO THE MEMBERS OF JAYRIDE GROUP LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Jayride Group Limited (“the Company”) which comprises the statement of financial position as at 31 December 2020, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Company’s financial position as at 31 December 2020 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Jayride Group Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations act 2001 , which has been given to the directors of Jayride Group Limited, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial report, which indicates that the Company incurred a net loss of $2,148,195 and negative operating cash outflows of $789,793 during the half year ended 31 December 2020. As stated in Note 1, these events, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Jayride Group Limited is not in accordance with the Corporations Act 2001 including:

  • (a) giving a true and fair view of the Company’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.

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RSM AUSTRALIA PARTNERS

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R J MORILLO MALDONADO

Partner

Dated: 24 February 2021 Melbourne, Victoria

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Jayride Group Limited

ACN 155 285 528

Suite 1101, Level 11 55 Clarence Street Sydney NSW 2000 Australia [email protected] http://www.jayride.com