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NEXTED GROUP LIMITED — Annual Report 2023
Aug 27, 2023
65463_rns_2023-08-27_69868c51-7bd0-411e-aff8-b42cbc9b547c.pdf
Annual Report
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ASX RELEASE
28 AUGUST 2023
FY23 PRELIMINARY FINAL REPORT
NextEd Group Limited ( ASX:NXD ) ( NextEd or the Company) provides its Preliminary Final Report for the year ended 30 June 2023 (FY23).
Financial highlights for FY23 included:
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Record revenue of $102.2 million, 118% higher than the previous corresponding period (pcp) (FY22: $46.8 million);
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Record EBITDA of $16.7 million, 366% higher than pcp (FY22: $3.6 million excluding M&A costs);
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Net profit after tax adjusted for the impact of acquired intangibles (NPAT(A)) of $5.5 million, $9.4 million higher than pcp (FY22: loss of $3.9 million excluding M&A costs);
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Operating cash flows of $25.2 million, 48% higher than pcp (FY22: $17.0 million excluding M&A costs);
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Cash at bank at 30 June 2023 of $40.2 million (30 June 2022: $30.2 million), including $9.9 million of term deposits providing security over bank guarantees for property leases (30 June 2022: $3.0 million), and approximately $10.0m set aside for future course delivery obligations under the ESOS Act;
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Nil debt at 30 June 2023 (30 June 2022: $0.4 million); and
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Contract liabilities (deferred revenue) balance at 30 June 2023 of $43.5 million, an increase of 42% against the previous corresponding date (30 June 2022: $30.7 million).
FY23 results presentation
An FY23 results presentation will be separately released to ASX to accompany the FY23 Preliminary Final Report. NextEd invites investors to attend a webcast today at 10:30am (AEST) to discuss the results being hosted by NextEd’s Chief Executive Officer, Glenn Elith, and Chief Financial Officer, Michael Fahey.
Participants will be required to register their attendance for the webcast using the following link: - - https://webcast.openbriefing.com/nxd fyr 2023/
The results presentation webcast will be live streamed via the above URL and will also be recorded and made available shortly after the presentation on:
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NextEd Group’s website: https://nexted.com.au/investor-centre/; and
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Open Briefing platform: http://www.openbriefing.com/OB/5212.aspx
This announcement has been approved by the Board of NextEd Group Limited.
For further information
Glenn Elith Lisa Jones Chief Executive Officer Company Secretary [email protected] [email protected]
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Registered Address: Level 2, 7 Kelly Street, Ultimo, NSW, 2007
Phone: 02 8355 3820
ABN: 75 105 012 066
nexted.com.au
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APPENDIX 4E
FOR THE YEAR ENDED 30 JUNE 2023
| 1 | REPORTING PERIOD | |||
|---|---|---|---|---|
| Report for the period ended: | Year ended 30 June 2023 | |||
| Previous corresponding period: | Year ended 30 June 2022 | |||
| 2 | RESULTS FOR ANNOUNCEMENT TO THE MARKET |
Year ended 30 June 2023 $’000 |
Year ended 30 June 2022 $’000 |
Change % |
| 2.1 | Revenues from ordinary activities | 102,220 | 46,819 | 118% increase |
| Profit / (loss) from ordinary activities after | ||||
| 2.2 | tax attributable to members | 3,608 | (8,695) | 141% increase |
| 2.3 | Total comprehensive income / (loss) attributable to members of the parent entity |
3,604 | (8,652) | 142% increase |
| Amount per | Franked amount | |||
| security | per security | |||
| 2.4 | Dividends | ¢ | % | |
| Interim dividend | Nil | n/a | ||
| Final dividend | Nil | n/a | ||
| 2.5 | Record date for determining entitlements to the dividend | n/a | ||
| Year ended | Year ended | |||
| 30 June 2023 | 30 June 2022 | |||
| $’000 | $’000 | |||
| 3 | Earnings / (losses) for the period attributable to parent entity |
owners of the | 3,608 | (8,695) |
| Net assets | 65,438 | 61,568 | ||
| Less: intangible assets | (63,330) | (65,559) | ||
| Add: deferred tax liabilities | 4,294 | 5,045 | ||
| Net tangible assets | 6,402 | 1,054 | ||
| Number | Number | |||
| Fully paid ordinary shares | 219,376,773 | 219,076,773 | ||
| ¢ | ¢ | |||
| Net tangible assets / (liabilities) backing per share | 2.92 | 0.48 |
Net tangible assets are defined as net assets less intangible assets and liabilities. For the purposes of the net tangible assets calculation, right-of-use assets are considered tangible assets.
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APPENDIX 4E (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
| Date payable |
Amount per security |
Franked amount per security |
||
|---|---|---|---|---|
| 4. | Dividends | ¢ | % | |
| Interim dividend | N/A | Nil | N/A | |
| Final dividend | N/A | Nil | N/A |
-
Dividends and returns to shareholders including distributions and buy backs
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Nil
-
The financial information provided in this Preliminary Final Report (Appendix 4E) is based on the Preliminary Financial Report for the year ended 30 June 2023 (attached). The Preliminary Financial Report does not include all of the Notes which are included in an annual financial report. Accordingly, this Preliminary Final Report is to be read in conjunction with the annual financial report for the year ended 30 June 2022 and any public announcements made by the Company during the reporting period in meeting its continuous disclosure requirements as set out in the Corporations Act 2001.
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The financial statements for the year ended 30 June 2023 are in the process of being audited, and no material adjustments or qualifications are expected.
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Commentary on results.
Operating and financial review
NextEd Group Limited (NextEd) operates a group of education businesses plus an international student recruitment agency with offices located in Europe, South America and Australia. We currently educate and inspire approximately 25,000 students per year across the English language, Vocational and Higher Education sectors. NextEd’s broad and diverse mix of domestic and international students undertake their courses either online or at one of its 9 campuses located across Australia. In addition to this, some students are offered structured work placement and internship opportunities to complement their learning experience.
Company name changed to NextEd Group Limited
At the Annual General Meeting in November 2022, shareholders approved the renaming of the company to NextEd Group Limited (formerly iCollege Ltd) to herald the organisation’s transformation and reflect its forward-looking approach and high growth mindset. NextEd is confident that this name change will assist to lift the company’s brand profile with key stakeholders and enhance the impact of its refreshed vision and values which were implemented as foundations to guide and support future strategy.
Financial highlights for FY23 include:
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Record revenue of $102.2 million, 118% higher than the previous corresponding period (pcp) (FY22: $46.8 million);
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Record EBITDA of $16.7 million, 366% higher than pcp (FY22: $3.6 million excluding M&A costs);
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Net profit after tax adjusted for the impact of acquired intangibles (‘NPAT(A)’) of $5.5 million, $9.4 million higher than pcp (FY22: loss of $3.9 million);
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APPENDIX 4E (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
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Operating cash flows of $25.2 million, 48% higher than pcp (FY22: $17.0 million excl M&A costs);
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Cash at bank as at 30 June 2023 of $40.2 million (30 June 2022: $30.2 million), including $9.9 million in term deposits providing security over bank guarantees for property leases (30 June 2022: $3.0 million);
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Nil debt as at 30 June 2023 (30 June 2022: $0.4 million); and
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Contract liabilities (deferred revenue) balance at 30 June 2023 of $43.5 million, an increase of 42% against the previous corresponding date (30 June 2022: $30.7 million).
Revenue
FY23 revenues increased by $55.4 million vs pcp with strong growth in International Vocational (218% vs pcp), Technology & Design (49% vs pcp) and Go Study (52% vs pcp). Revenue in the Domestic Vocational segment declined by 19% due to the discontinuation of unprofitable courses and programmes. However, profitability in that segment improved following the discontinuation of unprofitable course, the reorganisation of back-office functions and the recruitment of new senior management.
EBITDA
FY23 EBITDA increased to $16.6 million, up $13.0 million or 366% vs pcp (FY22: $3.6 million excluding M&A costs). This exceptional growth was driven by geographic and course range expansion activities, and operating leverage achieved from higher utilisation of campuses as a result of the rapid increase in international student numbers following the reopening of Australia’s borders,.
Cash flows and balance sheet
FY23 operating cash flows were $25.2 million, an increase of $8.2 million vs pcp (FY22: $17.0 million excluding M&A costs). This result was driven by earnings growth and positive working capital movements.
Investing cash outflows in FY23 were $6.1 million, with $5.1 million invested in fitting out of new campus facilities. This included $3.0 million in Brisbane, $1.4 million in Melbourne, $0.5 million in Sydney and $0.2 million for a new Gold Coast campus which will be launched in early 2024.
As at 30 June 2023 cash on hand (including term deposits) was $40.2 million (30 June 2022: $30.2 million). The Company is well capitalised to invest in revenue and profit generating opportunities including potential M&A.
$27.3 million of cash on hand as at 30 June 2023 was held in interest-bearing term deposits with an average term of 120 days, inclusive of $9.3 million held as security over bank guarantees. Cash on hand surplus to immediate requirements is invested in term deposits with major banks to order to generate interest income.
Contract liabilities (deferred revenue) as at 30 June 2023, which represents student tuition fees invoiced but not yet earned, grew to $43.5 million, an increase of $12.9 million over June 2022. Contract liabilities are recognised as revenue evenly over the period that education services are delivered to students.
Operational highlights for FY23 included:
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17,643 confirmed new student enrolments into English language and vocational courses in FY23, a 102% increase against pcp (FY22: 8,748 enrolments);
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6,505 English language students actively studying at NextEd at 30 June 2023, a 325% increase against pcp (30 June 2022: 1,531 students);
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APPENDIX 4E (continued)
FOR THE YEAR ENDED 30 JUNE 2023
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English language and vocational courses were launched to international students at the new Brisbane campus in August 2022, with strong demand resulting in that campus size being doubled in May 2023;
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Expanded the Sydney campus footprint, with a new campus featuring an additional 18 classrooms commencing operations in March 2023;
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English language and vocational courses were launched to international students at the Gold Coast campus in January 2023;
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6 new vocational hospitality and cookery courses were launched in Perth, Brisbane and Gold Coast in January 2023, and in Melbourne and Sydney in August 2023; and
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Launched 4 new bachelor degrees, Bachelor of 2D Animation, Bachelor of 3D Animation, Bachelor of Film and Bachelor of Game Design in Sydney and Melbourne in February 2023, which are being delivered to both international and domestic students.
Outlook
NextEd expects its English language and vocational international student numbers to increase in 1H24, and to deliver growth in international student revenues.
NextEd is further expanding its campus footprints in Melbourne, Brisbane, Adelaide and Gold Coast in FY24 to enable the launch of new courses in those locations and to service the expected increase in student numbers.
Growth drivers in FY24 are expected to include:
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Growing English language and vocational course student numbers at the Gold Coast campus, which were first launched in January 2023;
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Expanding the Melbourne campus from 75 to 91 classrooms including a commercial kitchen from August 2023, with additional classrooms expected to achieve at least 50% daytime utilisation shortly after opening based upon secured new student enrolments;
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Expanding the Brisbane campus from 24 to 37 classrooms from early 2024;
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Relocating to a new high-quality campus in Adelaide in November 2023, and launching English language and international student management courses into the Adelaide market in early 2024;
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Relocating to a new Gold Coast campus in early 2024 to cater for expected growth in both international and domestic student numbers;
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Growing international student management and hospitality course student numbers at the Perth campus, which were first launched in January 2023;
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Growing domestic student vocational course revenues in healthcare, community services, hospitality and business management using NextEd’s state-of-the-art facilities in Perth, Adelaide, Brisbane, Gold Coast and Melbourne.
In addition to the current growth drivers, there are other exciting opportunities for NextEd to invest in growth through further course range, geographic and addressable market expansion, and though applying its strong cash position and organisational capabilities to considering potential M&A.
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APPENDIX 4E (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
Vocational international student numbers – emerging implications of the Australian Government’s temporary 408 Visa subclass for the COVID-19 pandemic event (“408 Visa”)
The 408 Visa provides onshore non-residents, including previous student visa holders, unlimited working rights for 12 months without needing to study. The number of holders of this visa subclass recently increased to 122,000 at the end of June 2023, a four-fold increase against the number a year ago. This is impacting the progression of students from English language studies to vocational courses, with many students taking up the 408 Visa who would otherwise have extended their English language studies or progressed into vocational courses.
The 408 Visa subclass can be revoked at any time. The Department of Home Affairs noted recently that “ the Government is currently considering the ongoing suitability of the subclass 408 Pandemic Event visa.”
In the meantime, NextEd is adapting to take advantage of this temporary market disruption by:
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a. actively recruiting and preparing for the likely influx of international students who wish to study for a short period and then work in Australia;
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b. offering future study packages to its departing students who move to the 408 Visa;
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c. targeting nationalities where students generally seek longer periods of ELICOS studies;
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d. adapting its delivery modes and courses so students can continue to study ELICOS courses while on the 408 Visa; and
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e. preparing its tactical responses for a potential future influx of students once the 408 Visa subclass is revoked.
NextEd anticipates that when the COVID-19 408 Visa ends a significant number of holders will seek to stay in Australia and take up a student visa for ELICOS or vocational studies. This will create a material future revenue opportunity for NextEd.
Non-IFRS information
The Company uses certain measures to manage and report on its business that are not recognised under Australian Accounting Standards (‘AAS’). These measures are collectively referred to as non-IFRS financial measures. Although the Company believes that these measures provide useful information about the financial performance of the Company, they should be considered as supplemental to the measures calculated in accordance with AAS and not as a replacement for them. Because these non-IFRS financial measures are not based on AAS, they do not have standard definitions, and the way the Company calculates these measures may differ from similarly titled measures used by other companies.
The non-IFRS measures used by the Company include EBITDA and adjusted net profit after tax (‘NPAT(A)’).
EBITDA is earnings before interest, tax, depreciation and interest. NPAT(A) is calculated as the net profit after tax adjusted for the after-tax impact of amortisation associated with acquired intangible assets and merger and acquisition costs.
Reconciliations between EBITDA and profit after income tax, and net profit after tax and NPAT(A) for the year ended 30 June 2023 are noted below.
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APPENDIX 4E (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
FY23 Financial performance
Financial results
| FY23 | FY22 | |
|---|---|---|
| $’000 | $’000 | |
| Revenue from operations | 102,220 | 46,819 |
| EBITDA incl. M&A costs | 16,674 | 334 |
| EBITDA excl. M&A costs | 16,674 | 3,576 |
| Net profit / (loss) after tax | 3,608 | (8,695) |
| Net profit / (loss) after tax adjusted | 5,465 | (3,914) |
| Cash flows from operations incl. M&A | 25,180 | 11,200 |
| Cash flow from operations excl. M&A | 25,180 | 17,013 |
| EBITDA / (EBITDA loss) reconciliation |
| Revenue from operations EBITDA incl. M&A costs EBITDA excl. M&A costs Net profit / (loss) after tax Net profit / (loss) after tax adjusted Cash flows from operations incl. M&A Cash flow from operations excl. M&A EBITDA / (EBITDA loss) reconciliation |
FY23 $’000 |
FY22 $’000 |
||
|---|---|---|---|---|
| 102,220 16,674 16,674 3,608 5,465 25,180 25,180 |
46,819 334 3,576 (8,695) (3,914) 11,200 17,013 |
|||
| Net profit / (loss) after tax Add back: Depreciation & amortisation Finance costs net of interest income Less: Income tax benefit EBITDA Add back abnormal expenses: Merger and acquisition costs EBITDA excluding M&A costs NPAT(A) reconciliation Net profit / (loss) after tax Add back: Amortisation of acquired intangible assets Merger and acquisition costs Less: Income tax on acquired intangibles Net profit / (loss) after tax adjusted |
FY23 $’000 FY22 $’000 |
|||
| 3,608 (8,695) 11,986 7,764 1,772 1,767 (692) (502) |
||||
| 16,674 334 |
||||
| - 3,242 |
||||
| 16,674 3,576 |
||||
| FY23 $’000 FY22 $’000 |
||||
| 3,608 (8,695) 2,652 2,052 - 3,242 (795) (513) |
||||
| 5,465 (3,914) |
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NextEd Group Limited and its Controlled Entities ABN 75 105 012 066
Preliminary Financial Report for the Year Ended 30 June 2023
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CORPORATE DIRECTORY
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Directors
Catherine (Cass) O’Connor - Independent non-executive chair (appointed 29 July 2022) Simon Tolhurst – Independent non-executive director (Independent chairman until 29 July 2022) William Deane – Independent non-executive director Sandra Hook – Independent non-executive director
Company Secretary Lisa Jones
Registered Office Level 2, 7 Kelly Street Ultimo NSW 2007 Telephone: +61 (02) 8355 3820 Email: [email protected] Website: www.nexted.edu.au
Auditor Pitcher Partners Sydney Partnership Level 16, Tower 2 Darling Park 201 Sussex Street Sydney NSW 2000 Telephone: +61 (02) 9221 2099
Share Registry Advanced Share Registry Ltd 110 Stirling Highway Nedlands WA 6009 Telephone: +61 (08) 9389 8033 Toll Free: 1300 113 258 Fax: +61 (08) 6370 4203 Email: [email protected] Website: https://www.advancedshare.com.au
Securities Exchange ASX Code: NXD Australian Securities Exchange Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000 Telephone: 131 ASX (131 279) – within Australia Telephone: +61 (02) 9338 0000 Website: www.asx.com.au
Registrations Numbers ACN: 105 012 066 ABN: 75 105 012 066
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
| Note | 30 June 2023 $’000 30 June 2022 $’000 |
|---|---|
| Revenue from continuing operations 2a Cost of sales Gross profit Other income 2b Interest revenue 2b Salaries and employee benefits expense Depreciation and amortisation expense 4 Impairment of assets Impairment of receivables Property and occupancy costs Professional and consulting fees Marketing expenses Public company related costs Mergers and acquisition costs Other expenses Finance costs 4 Profit / (loss) before tax Income tax benefit 5 Net profit / (loss) for the year Other comprehensive (loss) / income for the year net of tax Total comprehensive income / (loss) attributable to members of the parent entity Earnings per share: Basic profit / (loss) per share (cents per share) 31 Diluted profit / (loss) per share (cents per share) 31 |
102,220 46,819 (45,352) (18,085) |
| 56,868 28,734 37 1,482 833 9 (24,573) (16,280) (11,986) (7,764) - (120) (1,860) (617) (4,514) (1,229) (2,199) (1,586) (3,729) (2,830) (1,037) (890) - (3,242) (3,289) (2,118) (2,605) (1,776) |
|
| 2,916 (9,197) |
|
| 692 502 |
|
| 3,608 (8,695) (4) 43 |
|
| 3,604 (8,652) |
|
| 1.65 (0.94) 1.61 (0.94) |
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2023
| Note | 30 June 2023 $’000 30 June 2022 $’000 |
|---|---|
| Current assets Cash and cash equivalents 6 Trade receivables 7 Inventories Prepayments and other assets 8 Total current assets Non-current assets Property, plant and equipment 9 Right-of-use asset 10 Intangible assets 11 Prepayments and other assets 8 Total non-current assets Total assets Current liabilities Trade and other payables 12 Contract liabilities 13 Borrowings 14 Lease liabilities Employee benefits 15a 17a Provisions 16a Total current liabilities Non-current liabilities Borrowings 14 Deferred tax liabilities Employee benefits Provisions 18 17b 16b Lease liabilities 15b Total non-current liabilities Total liabilities Net assets Equity Issued capital 19 Reserves 20 Accumulated losses 21 Total equity |
30,264 27,161 7,563 7,355 341 174 12,280 7,309 50,448 41,999 9,696 6,383 38,665 17,699 63,330 65,559 9,931 3,050 121,622 92,691 172,070 134,690 9,802 10,665 43,546 30,652 - 138 5,996 2,179 5,375 2,222 194 397 61,717 49,449 - 224 4,294 207 2,570 5,045 131 2,625 37,844 15,648 44,915 23,673 106,632 73,122 65,438 61,568 102,657 102,427 3,154 3,122 (40,373) (43,981) 65,438 61,568 |
The consolidated statement of financial position is to be read in conjunction with the accompanying notes.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
| Note | Contributed equity Accumulated losses Share- based payments reserve Foreign currency translation reserve Total equity |
|---|---|
| $’000 $’000 $’000 $’000 $’000 |
|
| Balance at 1 July 2022 Profit for the year Other comprehensive loss for the year Total comprehensive income / (loss) for the year Transactions with owners Fair value of exercised options 19 Options issued in FY23 19 Balance as at 30 June 2023 |
102,427 (43,981) 3,079 43 61,568 - 3,608 - - 3,608 - - - (4) (4) |
| - 3,608 - (4) 3,604 230 - - - 230 - - 36 - 36 |
|
| 102,657 (40,373) 3,115 39 65,438 |
|
| Contributed equity Accumulated losses Share- based payments reserve Foreign currency translation reserve Total equity $’000 $’000 $’000 $’000 $’000 34,194 (35,286) 3,079 - 1,987 - (8,695) - - (8,695) - - - 43 43 - (8,695) - 43 (8,652) 68,233 - - - 68,233 102,427 (43,981) 3,079 43 61,568 |
|
| Balance at 1 July 2021 Loss for the year Other comprehensive income for the year Total comprehensive income / (loss) for the year Transactions with owners Shares issued net of cost Balance as at 30 June 2022 |
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
| Note | 30 June 2023 $’000 30 June 2022 $’000 |
|---|---|
| Cash flows from operating activities Receipts from customers Receipts from government grants 2(b) Interest received Interest paid Payment to suppliers and employees Payments related to mergers and acquisitions Net cash from operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for intangibles Cash acquired upon the acquisition of RedHill Net cash provided by / (used in) investing activities Cash flows from financing activities Proceeds from issue of shares Repayment of borrowings Proceeds from borrowings Payment of security deposits and bank guarantees Repayment of lease liabilities – interest component Repayment of lease liabilities – principal component Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 6 |
110,005 63,781 37 1,482 833 9 (6) (89) (85,689) (48,170) - (5,813) |
| 25,180 11,200 |
|
| (5,313) (833) - (2,271) (656) 21,343 |
|
| (6,146) 18,416 |
|
| 225 - (362) - (6,881) (583) 95 (291) (2,600) (6,313) (1,687) (4,538) |
|
| (15,931) (7,004) |
|
| 3,103 22,612 27,161 4,549 |
|
| 30,264 27,161 |
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
1.1 Reporting entity
The Financial Report covers NextEd Group Limited (NextEd or the Company) and its controlled entities (the consolidated entity) NextEd is a for profit company limited by shares whose shares are publicly traded on the Australian Securities Exchange (ASX) . The Company is primarily involved in businesses which deliver accredited and non-accredited English language, vocational education and higher education course as well as education recruitment agency services to international students.
1.2 Basis of preparation
The Preliminary Financial Report has been prepared on the historical cost and accrual basis except where stated otherwise.
This Preliminary Financial Report does not include all the Notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual financial report for the year ended 30 June 2022 and any public announcements made by the Company during the reporting period in accordance with continuous disclosure requirements of the Corporations Act 2001.
1.3 Adoption of new and revised Accounting Standards
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. Any new, revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity: Conceptual Framework for Financial Reporting (Conceptual Framework)
1.4 Reclassification of segment information
Operating segments for domestic and international vocational students were restructured at the beginning of FY23 to better service student markets and leverage organisational capabilities.
The restructure has enabled the centralisation of student support functions to deliver operational efficiencies and will support future growth. Segment results have been reported under the new organisational structure.
Prior period segment results have been restated to ensure comparability between periods. There is no change to the consolidated results.
1.5 Share consolidation and restatement of comparative figures
Shareholders approved a 5 to 1 share consolidation at the Company’s AGM held on 18 November 2022. This reduced the number of shares on issue from 1,096,883,865 to 219,376,773 (for comparative purposes FY22: 1,095,383,865 to 219,076,773).
Comparative figures have been amended where appropriate to ensure comparability between periods.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
1.6 Going concern
The preliminary financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realization of assets and settlement of liabilities in the ordinary course of business.
The consolidated entity has traded profitably during the year and generated $25.2 million in operating cash flow during the year. As at 30 June 2023, the consolidated entity is debt-free and held $30.3 million of cash and cash equivalents including term deposits, an increase of $3.1 million from June 2022. In addition to cash and cash equivalents, there are term deposits of $9.9 million classified within non-current assets.
The directors have a reasonable expectation that the consolidated entity has sufficient funds on hand to pay its debts as and when they fall due over the next twelve months.
NOTE 2 REVENUE AND OTHER INCOME
| a. Revenue Tuition related revenue Commission revenue Revenue from contracts with customers Geographical regions Australia Europe South America Timing of revenue recognition Goods transferred at a point in time Services transferred over time b. Other Income Export market development grant NSW Jobsaver scheme Interest income |
30 June 2023 $’000 |
30 June 2022 $’000 |
|
|---|---|---|---|
| 98,304 3,916 |
44,043 2,776 |
||
| 102,220 | 46,819 | ||
| 102,220 100,821 1,092 307 102,220 3,916 98,304 102,220 37 - 833 |
46,819 46,044 682 93 46,819 2,776 44,043 46,819 - 1,482 9 |
||
| 870 | 1,491 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
NOTE 3. OPERATING SEGMENTS
Identification of reportable operating segments
The consolidated entity is organised into four operating segments: Technology & Design, International Vocational, Go Study and Domestic Vocational. These operating segments are based on the internal reports that are reviewed and used by the Chief Executive Officer who is identified as the Chief Operating Decision Maker (‘CODM’) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments.
The CODM reviews both earnings before interest, tax, depreciation, and amortisation (‘EBITDA’) and profit before income tax. The information reported to the CODM is on at least a monthly basis.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Types of products and services
The principal products and services of each of these operating segments are as follows:
International Vocational A provider of English Language Intensive Courses for Overseas Students (‘ELICOS’), and Vocational Education and Training (‘VET’) courses in Business, Leadership and Management, Project Management, Marketing and Communication, Kitchen Management and Hospitality for overseas students. Technology & Design A provider of face-to-face and online courses in information technology, digital design, interactive multimedia, computer coding, digital marketing, games and apps programming, digital filmmaking, and interior design. Domestic Vocational A provider of vocational courses to domestic students in Commercial Cookery, Hospitality, Business, Community Services, Healthcare, Construction and Information Technology.
Go Study An international student advisory recruitment agency with offices in Australia (Sydney, Melbourne, Brisbane, Gold Coast, Perth), Europe (Spain, France, Italy) and South America (Colombia, Chile, Mexico).
Intersegment transactions
Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation.
Reclassification of segment information
Operating segments for domestic and international vocational students were restructured at the beginning of FY23 to better service student markets and leverage organisational capabilities.
The restructure has enabled the centralisation of student support functions to deliver operational efficiencies and will support future growth. Under the revision, international student revenues previously reported under the Sero/Celtic/CTI segment will be reported in the International Vocational segment. In addition, certain corporate costs have been reallocated to operating segments to enhance information provided to investors.
Prior period segment results have been restated to ensure comparability between periods. There is no change to the consolidated results.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
| 12 months ended 30 June 2023 Revenue from customers Intersegment revenue Total sales revenue Agent commissions Education expenses Cost of sales Gross margin Operating costs Government grants EBITDA D&A EBIT Net finance expenses Profit before tax Income tax benefit Net profit / (loss) after tax Gross margin % EBITDA margin % 30 June 2023 Segment assets and liabilities Segment assets Segment liabilities Net assets |
International Vocational Technology & Design Domestic Vocational Go Study Corporate / unallocated Total |
|---|---|
| $’000 $’000 $’000 $’000 $’000 $’000 |
|
| 74,720 15,446 8,218 3,836 - 102,220 - - - 1,297 (1,297) - |
|
| 74,720 15,446 8,218 5,133 (1,297) 102,220 |
|
| (19,716) (1,108) - - 1,297 (19,527) (20,874) (3,211) (1,740) - - (25,825) |
|
| (40,590) (4,319) (1,740) - 1,297 (45,352) |
|
| 34,130 11,127 6,478 5,133 - 56,868 |
|
| (14,740) (7,371) (4,547) (5,321) (8,252) (40,231) - - - 37 - 37 |
|
| 19,390 3,756 1,931 (151) (8,252) 16,674 |
|
| (5,271) (2,374) (311) (243) (3,787) (11,986) 14,119 1,382 1,620 (394) (12,039) 4,688 - - - - (1,772) (1,772) 14,119 1,382 1,620 (394) (13,811) 2,916 - - - - 692 692 |
|
| 14,119 1,382 1,620 (394) (13,119) 3,608 |
|
| 45.7 72.0 78.8 100.0 55.6 26.0 24.3 23.5 (2.9) 16.3 94,702 26,581 11,408 5,228 34,151 172,070 |
|
| 72,510 23,514 6,197 3,277 1,134 106,632 |
|
| 22,192 3,067 5,211 1,951 33,017 65,438 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 3. OPERATING SEGMENTS (continued)
| 12 months ended 30 June 2022 (restated) Revenue from customers Intersegment revenue Total sales revenue Agent commissions Education expenses Cost of sales Gross margin Operating costs Government grants EBITDA before M&A costs M&A costs EBITDA D&A EBIT Net Finance expenses Profit / (loss) before tax Income tax benefit Net profit / (loss) after tax Gross margin % EBITDA margin % 30 June 2022 Segment assets and liabilities Segment assets Segment liabilities Net assets |
International Vocational Technology & Design Domestic Vocational Go Study Corporate / unallocated Total |
|---|---|
| $’000 $’000 $’000 $’000 $’000 $’000 |
|
| 23,470 10,345 10,150 2,775 79 46,819 - - - 611 (611) - |
|
| 23,470 10,345 10,150 3,386 (532) 46,819 |
|
| (6,127) (670) (736) - 532 (7,001) (5,848) (2,520) (2,716) - - (11,084) |
|
| (11,975) (3,190) (3,452) - 532 (18,085) |
|
| 11,495 7,155 6,698 3,386 - 28,734 (7,976) (5,266) (5,541) (3,472) (4,385) (26,640) - - - - 1,482 1,482 |
|
| 3,519 1,889 1,157 (86) (2,903) 3,576 - - - - (3,242) (3,242) 3,519 1,889 1,157 (86) (6,145) 334 (2,735) (1,722) (489) (103) (2,715) (7,764) |
|
| 784 167 668 (189) (8,860) (7,430) - - - - (1,767) (1,767) 784 167 668 (189) (10,627) (9,197) - - - - 502 502 |
|
| 784 167 668 (189) (10,125) (8,695) |
|
| 49.0 69.2 66.0 100.0 61.4 15.0 18.3 11.4 (2.5) 7.6 52,670 15,163 6,612 4,923 55,322 134,690 |
|
| 42,150 13,198 4,594 1,552 11,628 73,122 |
|
| 10,520 1,965 2,018 3,371 43,694 61,568 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 4. EXPENSES
| NOTE 4. EXPENSES | |
|---|---|
| Profit / (loss) before tax includes the following specific expenses: Depreciation Leasehold improvements Plant and equipment Land and buildings right-of-use assets Office equipment right-of-use assets Amortisation Licensed operations1 Course materials Training materials1 Agent relationship1 Total depreciation and amortisation Finance costs Movement in the present value of provisions Interest and finance charges paid/payable on lease liabilities Other interest charges Finance costs expensed Leases Short-term lease payments Low-value assets lease payments Total short term and low value lease payments Superannuation expense Defined contribution superannuation expense 1Amortisation of acquired intangibles |
30 June 2023 $’000 30 June 2022 $’000 |
| 1,268 718 732 603 6,912 4,374 12 8 667 564 410 9 1,142 856 843 632 |
|
| 11,986 7,764 (76) 161 2,676 1,526 5 89 |
|
| 2,605 1,776 1,405 582 131 56 |
|
| 1,536 638 4,014 1,981 2,652 2,052 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 5. INCOME TAX
| a. Income tax benefit Deferred tax expense Current tax expense b. Reconciliation of income tax expense to prima facie tax payable The prima facie tax payable / (benefit) on profit / (loss) from ordinary activities before income tax in reconciled to the income tax expense as follows: Accounting profit / (loss) before tax Prima facie tax on operating profit / (loss) at 30% (2022: 25%) Add / (less) tax effect of: ▪ Other non-deductible expenses ▪ Non assessable income ▪ Impact from change in tax rate on unrecognised deferred tax assets (‘DTAs') ▪ Impact from change in tax rate on opening balance of deferred tax liabilities (‘DTLs') ▪ Recognition of previously unrecognised DTAs for prior year tax losses ▪ Utilisation of prior year losses for which DTAs were not recognised ▪ Other temporary differences not recognised ▪ Benefit from movement in temporary difference Income tax (benefit) / expense attributable to operating loss . Weighted average effective tax rate The applicable weighted average effective tax rates attributable to operating profit are as follows: a. The tax rates used in the above reconciliations is the corporate tax rate of 30% payable by the Australian corporate entity on taxable profits under Australian tax law. The tax rate used in the previous reporting period was 25%. Current tax assets Income tax receivable d. Franking credits available for use in subsequent reporting periods e. Current tax liabilities Income tax payable |
2023 $ 2022 $ |
|---|---|
| (1,233) (502) 541 - |
|
| (692) (502) |
|
| 2,916 (9,197) 875 (2,299) 39 882 - - - 18 1,006 - (1,006) - (541) 2,085 (1,065) (1,188) - - |
|
| (692) (502) |
|
| % % 30.00% 25.00% - - |
|
| 1,506 1,506 - - |
b. Reconciliation of income tax expense to prima facie tax payable
c. Weighted average effective tax rate
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 6. CASH AND CASH EQUIVALENTS
| OTE 6. CASH AND CASH EQUIVALENTS | |
|---|---|
| Cash at bank Term deposits with less than 90-day maturities |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 12,206 27,161 18,058 - |
|
| 30,264 27,161 |
NOTE 7. TRADE AND OTHER RECEIVABLES
| OTE 7. TRADE AND OTHER RECEIVABLES | |
|---|---|
| Trade receivables Less: allowance for expected credit losses Allowance for expected credit losses Opening balance RedHill acquisition Additional provisions recognised Receivable written off during the year as uncollectable Closing balance |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 8,970 8,595 (1,407) (1,240) |
|
| 7,563 7,355 |
|
| 30 June 2023 30 June 2022 |
|
| $’000 $’000 |
|
| (1,240) (288) - (1,002) (1,860) (617) 1,693 667 |
|
| (1,407) (1,240) |
NOTE 8. PREPAYMENTS AND OTHER ASSETS
| OTE 8. PREPAYMENTS AND OTHER ASSETS | |
|---|---|
| a. Current Security deposits Prepayments Deferred agent costs Other current assets b. Non-current Bank guarantees and term deposits Total prepayment and other assets |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 500 522 947 543 9,494 4,795 1,339 1,449 |
|
| 12,280 7,309 |
|
| 9,931 3,050 |
|
| 9,931 3,050 |
|
| 22,211 10,359 |
21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
NOTE 9. PROPERTY, PLANT, AND EQUIPMENT
| Leasehold improvements Accumulated depreciation Plant and equipment Accumulated depreciation Computer equipment Accumulated depreciation Motor vehicles Accumulated depreciation Assets under construction – at cost Total property, plant, and equipment |
30 June 2023 30 June 2022 |
|---|---|
| $’000 $’000 |
|
| 6,392 3,837 (2,038) (770) |
|
| 4,354 3,067 |
|
| 2,136 1,858 (1,177) (849) |
|
| 959 1,009 |
|
| 1,731 909 (695) (315) |
|
| 1,036 594 |
|
| 138 247 (94) (70) |
|
| 44 177 |
|
| 3,303 1,536 |
|
| 9,696 6,383 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Movements in carrying amounts
| Carrying amount at 1 July 2022 Additions / (disposals) Transfers in & (out) Depreciation expense Carrying amount at 30 June 2023 Carrying amount at 1 July 2021 RedHill acquisition Additions Transfers in & (out) Depreciation expense Carrying amount at 30 June 2022 |
Leasehold improvements Plant and equipment Computer equipment Motor vehicles Assets under construction Total $’000 $’000 $’000 $’000 $’000 $’000 3,067 1,009 594 177 1,536 6,383 1,605 278 822 (109) 2,717 5,313 950 - - - (950) - (1,268) (328) (380) (24) - (2,000) |
|---|---|
| 4,354 959 1,036 44 3,303 9,696 |
|
| 41 328 62 84 - 515 3,444 982 492 - - 4,918 189 43 280 111 1,648 2,271 111 1 - - (112) - (718) (345) (240) (18) - (1,321) |
|
| 3,067 1,009 594 177 1,536 6,383 |
NOTE 10. RIGHT-OF-USE ASSETS
| OTE 10. RIGHT-OF-USE ASSETS | |
|---|---|
| Non-current assets Land and buildings – right-of-use Less: accumulated depreciation Office equipment – right-of-use Less: accumulated depreciation |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 51,395 (12,736) 23,505 (5,824) |
|
| 38,659 17,681 |
|
| 26 26 (20) (8) |
|
| 6 18 |
|
| 38,665 17,699 |
Additions to the right-of-use assets during the year are comprised of new leases as well as lease extensions and modifications.
The consolidated entity leases premises for its offices and campuses under commercial lease agreements of between one and seven years, and in most cases with an option clause to extend. The leases have various escalation clauses. Whilst option clauses provide lease term certainty, the terms of the lease are usually renegotiated at time of renewal.
23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
NOTE 11. INTANGIBLE ASSETS
| OTE 11. INTANGIBLE ASSETS | |
|---|---|
| Non-current Goodwill Goodwill Licensed operations Licenced operations – at cost Accumulated amortisation Course materials Copyrights – at cost Accumulated amortisation Work in progress Brand name Brand names – at cost Training materials Training materials – at cost Accumulated amortisation Agent relationship Agent relationship – at cost Accumulated amortisation Total intangible assets |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 38,747 38,747 |
|
| 38,747 38,747 |
|
| 4,670 4,670 (3,671) (3,004) |
|
| 999 1,666 |
|
| 1,050 303 (419) (9) 439 353 |
|
| 1,070 647 |
|
| 9,562 9,562 |
|
| 9,562 9,562 |
|
| 7,993 7,993 (1,998) (856) |
|
| 5,995 7,137 |
|
| 8,432 8,432 (1,475) (632) |
|
| 6,957 7,800 |
|
| 63,330 65,559 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Movements in carrying amounts
| Carrying amount at 1 July 2022 Additions Amortisation expense Carrying amount at 30 June 2023 Carrying amount at 1 July 2021 RedHill acquisition Additions Amortisation expense Carrying amount at 30 June 2022 |
Goodwill Licensed operation Course material Brand name Training material Agent relationship Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 38,747 1,666 647 9,562 7,137 7,800 65,559 - - 833 - - - 833 - (667) (410) - (1,142) (843) (3,062) |
|---|---|
| 38,747 999 1,070 9,562 5,995 6,957 63,330 |
|
| - 2,230 - - - - 2,230 38,747 - - 9,562 7,993 8,432 64,734 - - 656 - - - 656 - (564) (9) - (856) (632) (2,061) |
|
| 38,747 1,666 647 9,562 7,137 7,800 65,559 |
Impairment testing of intangible assets
The recoverable amount of the consolidated entity’s intangible assets has been determined by a value in use calculation using a discounted cash flow (DCF) model, based on a 3-year projection reviewed by the Board, along with a terminal value in year 3. Modeling has been performed for each of the consolidated entities cash generating units (‘CGU’s’).
The following key assumptions were used in the discounted cash flow model:
-
Business as usual market conditions;
-
Continued growth generated from geographic and course range expansion;
-
The discount rate used is the pre-tax equivalent of a post-tax WACC of 11% (FY22: 11%); and
-
A terminal growth rate of 2% (FY22: 2%).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
The allocation of the carrying value of goodwill and intangible assets and used for impairment testing is as follows:
| ollows: | |
|---|---|
| Goodwill Licensed operations Course materials Brand names Training materials Agent relationships Carrying amount at 30 June 2023 |
International Vocational Technology & Design Go Study Domestic Vocational Corporate/ Elimination Consolidated |
| $’000 $’000 $’000 $’000 $’000 $’000 |
|
| 12,063 12,604 2,939 - 11,141 38,747 - - - 999 - 999 176 652 - 242 - 1,070 5,886 3,192 484 - - 9,562 3,332 2,663 - - - 5,995 6,737 220 - - - 6,957 |
|
| 28,194 19,331 3,423 1,241 11,141 63,330 |
| Goodwill Licensed operations Course materials Brand names Training materials Agent relationships Carrying amount at 30 June 2022 |
International Vocational Technology & Design Go Study Domestic Vocational Corporate/ Elimination Consolidated |
|---|---|
| $’000 $’000 $’000 $’000 $’000 $’000 |
|
| 12,063 12,604 2,939 - 11,141 38,747 - - - 1,666 - 1,666 173 163 - 311 - 647 5,886 3,192 484 - - 9,562 3,967 3,170 - - - 7,137 7,553 247 - - - 7,800 |
|
| 29,642 19,376 3,423 1,977 11,141 65,559 |
Goodwill recorded in Corporate has been allocated to the CGU’s for the purposes of impairment testing.
Results of impairment testing
International Vocational
Sensitivity analysis has been conducted on the recoverable amount based on a change in the discount rate (increase by 2%), the terminal value growth rate (decrease by 2%) and a reduction in earnings (10% per annum). Under all modelled scenario’s the DCF valuation was greater than the carrying value of the CGU assets and no impairment is required.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Technology & Design
Sensitivity analysis has been conducted on the recoverable amount based on a change in the discount rate (increase by 2%), the terminal value growth rate (decrease by 2%) and a reduction in earnings (10% per annum). Under all modelled scenario’s the DCF valuation was greater than the carrying value of the CGU assets and no impairment is required.
Go Study Australia
Sensitivity analysis has been conducted on the recoverable amount based on a change in the discount rate (increase by 2%), the terminal value growth rate (decrease by 2%) and a reduction in earnings (10% per annum). Under all modelled scenario’s the DCF valuation was greater than the carrying value of the CGU assets and no impairment is required.
Domestic Vocational
Sensitivity analysis has been conducted on the recoverable amount based on a change in the discount rate (increase by 2%), the terminal value growth rate (decrease by 2%) and a reduction in earnings (10% per annum). Under all modelled scenario’s the DCF valuation was greater than the carrying value of the CGU assets and no impairment is required.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 12. TRADE AND OTHER PAYABLES
| OTE 12. TRADE AND OTHER PAYABLES | |
|---|---|
| Current Trade payables Payroll accruals Accrued expenses Customer advances Other payables OTE 13. CONTRACT LIABILITIES Current Contract liabilities |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 3,255 3,102 2,257 2,078 3,433 1,698 544 3,254 313 533 |
|
| 9,802 10,665 |
|
| 30 June 2023 30 June 2022 |
|
| $’000 $’000 |
|
| 43,546 30,652 |
|
| 43,546 30,652 |
NOTE 13. CONTRACT LIABILITIES
Tuition related performance obligations
The aggregate amount of the transaction price allocated to tuition related services, which are paid in advance or due for payment and are yet to be delivered at balance date was $43,546,000 as at 30 June 2023 (30 June 2022: $30,652,000) and is expected to be recognised as revenue in future periods.
The duration of study is used to measure the progress of the performance obligation to determine how much revenue should be recognised, and that revenue is recognised as the performance obligation is satisfied.
The ageing of the expected performance obligation of contract liabilities are as follows:
| 30 | June 2023 | 30 June 2022 | |||
|---|---|---|---|---|---|
| $’000 | $’000 | ||||
| To be realised within | 12 | months | 43,546 | 30,652 |
Contract liabilities relate to tuition fees in relation to domestic and international students where an agreement has been signed and a payment plan is in place with students for studies which are expected to be undertaken after the balance date.
In addition, for students currently enrolled in a course and with a contract in place, $28,771,000 (30 June 2022: $21,132,000) will be invoiced and become payable by the students in future periods.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 14. BORROWINGS
| OTE 14. BORROWINGS | |
|---|---|
| a. Current Loans b. Non-current Loans |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| - 138 |
|
| - 138 |
|
| - 224 |
|
| - 224 |
NOTE 15. LEASE LIABILITIES
| a.Current b. Non-current Total lease liabilities |
30 June 2023 30 June 2022 |
|---|---|
| $’000 $’000 |
|
| 5,996 5,375 37,844 15,648 |
|
| 43,840 21,023 |
The remaining contractual maturities of lease liabilities is outlined below.
| Average interest rate % 2023 Undiscounted lease payments 8.19% 2022 Undiscounted lease payments 10.25% |
Less than 1 year Between 1 year and 2 years Between 2 years and 7 years Total contractual maturity $’000 $’000 $’000 $’000 9,682 9,113 36,238 55,033 |
|---|---|
| 7,074 5,493 13,419 25,986 |
Remaining contractual maturities of lease liabilities belong to land and building leases with an average implicit interest rate of 8.19% (FY22: 10.25%).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 16. PROVISIONS
| OTE 16. PROVISIONS | |
|---|---|
| a. Current Provision for make good b. Non-current Provision for make good Onerous contract provisions Total provisions |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 194 397 2,570 2,336 - 289 |
|
| 2,570 2,625 |
|
| 2,764 3,022 |
Movements in provisions:
| ovements in provisions: | |
|---|---|
| Carrying amount at 1 July 2022 Additional provisions recognised Payments and amounts written back Carrying amount at 30 June 2023 |
Lease make good Onerous contracts |
| $’000 $’000 |
|
| 2,733 289 57 - (26) (289) |
|
| 2,764 - |
NOTE 17. EMPLOYEE BENEFITS
| OTE 17. EMPLOYEE BENEFITS | |
|---|---|
| a. Current Provision for annual leave Provision for long service leave b. Non-current Provision for long service leave |
30 June 2023 30 June 2022 |
| $’000 $’000 |
|
| 1,729 1,709 450 513 |
|
| 2,179 2,222 |
|
| 207 131 |
|
| 2,386 2,353 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 18. DEFERRED TAXATION
Balances
At 30 June 2023, the consolidated entity has unused tax losses of $26,281,000 (FY22: $28,371,000) available for offset against future profits.
During the period, the consolidated entity recognised deferred tax assets of $1,005,620 as the directors deem it probable that future taxable profits will allow this portion of deferred tax asset to be recovered. Net deferred tax assets of $10,024,072 remain unrecognised as it is not considered probable that there will be sufficient future taxable profits available to recover this amount.
| a. Deferred tax assets Tax losses Provisions and accruals Section 40-880 costs Set-off deferred tax liabilities Deferred tax assets Less deferred tax assets not recognised Deferred tax assets b. Deferred tax liabilities Intangible assets Prepayments Other Set-off deferred tax liabilities Deferred tax liabilities Net deferred tax liability c. Tax losses and deductible temporary differences Unused tax losses and deductible temporary differences for which no deferred tax asset has been recognised, that may be utilised to offset tax liabilities: Opening balances Other adjustments Tax losses recognised/(utilised) during the year Closing balances |
2023 $ 2022 $ |
|---|---|
| 8,890 7,093 4,043 4,134 998 1,082 |
|
| 13,931 12,309 (2,901) (1,297) |
|
| 11,030 11,012 (10,024) (11,012) |
|
| 1,006 - |
|
| 5,300 5,048 2,848 1,199 53 95 |
|
| 8,201 6,342 (2,901) (1,297) |
|
| 5,300 5,045 |
|
| 4,294 5,045 |
|
| 28,371 20,031 3,065 - (5,155) 8,340 |
|
| 26,281 28,371 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 19. ISSUED CAPITAL
| OTE 19. ISSUED CAPITAL | |
|---|---|
| Fully paid ordinary shares at no par value a. Ordinary shares At the beginning of the year Shares issued during the period/year: Placement shares issued at $0.1350 per share Placement shares issued at $0.1350 per share Placement shares issued at $0.1199 per share Convertible note shares issued at $0.05 per share Effect of share consolidation 5 December 2022 Options exercised at $0.75 15 December 2022 Options exercised at $0.75 09 March 2023 Options exercised at $0.75 13 March 2023 At reporting date |
12 months to 30 June 2023 12 months to 30 June 2022 12 months to 30 June 2023 12 months to 30 June 2022 |
| No. No. $’000 $’000 |
|
| 219,376,773 219,076,773 102,657 102,427 219,076,773 581,564,649 102,427 34,194 467,245,747 63,078 30,030,841 4,054 3,911,486 469 12,631,140 632 (876,307,090) - 80,000 65 120,000 90 100,000 75 |
|
| 219,376,773 219,076,773 102,657 102,427 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
| a. Options Options At the beginning of the year Options issued / (exercised) during the year: Exercised Exercised price: $0.75 Expiry date: 09/11/2023 Expiry date: 09/11/2023 Expiry date: 09/11/2023 Issued to directors Exercise price: $1.40 Expiry dates: 15/12/2028 Expiry dates: 15/12/2029 Expiry dates: 15/12/2030 At reporting date |
12 months to 30 June 2023 12 months to 30 June 2022 12 months to 30 June 2023 12 months to 30 June 2022 |
|---|---|
| No. No. $’000 $’000 |
|
| 5,400,000 5,400,000 3,079 3,079 (80,000) (1) (120,000) (2) (100,000) (2) 103,575 9 103,571 15 103,571 17 |
|
| 5,410,717 5,400,000 3,115 3,079 |
Details of capital management are disclosed in Note 22.
NOTE 20. RESERVES
| OTE 20. RESERVES | |
|---|---|
| Foreign currency reserve Share-based payments reserve |
30 June 2023 $’000 30 June 2022 $’000 |
| 39 43 3,115 3,079 |
|
| 3,154 3,122 |
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statement of foreign operations to Australian dollars.
Share-based payments reserve
The reserve is used to recognise equity-settled share-based payment transactions. The Company provides benefits to employees (including directors) and consultants of the consolidated entity in the form of share-based payment transactions, whereby services are rendered in exchange for shares, options or rights over shares.
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
Movement in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
| Carrying amount at 1 July 2022 Foreign currency translation Credit associated with issued options Options issued to directors Carrying amount at 30 June 2023 |
Foreign currency translation $’000 Share based payments $’000 |
|---|---|
| 43 3,079 (4) - - (5) - 41 |
|
| 39 3,115 |
NOTE 21. ACCUMULATED LOSSES
| NOTE 21. ACCUMULATED LOSSES | |
|---|---|
| Accumulated losses at the beginning of the financial year Profit / (loss) after income tax expense for the year Accumulated losses at the end of the financial year |
30 June 2023 $’000 30 June 2022 $’000 |
| (43,981) 3,608 (35,286) (8,695) (40,373) (43,981) |
NOTE 22. FINANCIAL INSTRUMENTS
As at the reporting date, the consolidated entity had the following cash and cash equivalents and term deposits:
| Weighted average interest rate Consolidated – 2023 % Interest bearing – fixed rate Cash and cash equivalents (note 6) 3.17% Term deposit – restricted cash 3.77% Net exposure to cash flow interest rate risk |
2023 Weighted average interest rate $’000 % 30,264 0.88% 9,931 0.29% 40,195 |
2022 $’000 27,161 3,050 |
|---|---|---|
| 30,211 |
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral.
Impairment losses
Impairment losses are recorded against receivables unless the consolidated entity is satisfied that no recovery of the amount owing is possible; at that point the amount is considered irrecoverable and is written off against the financial asset directly. The ageing of the consolidated entity’s trade receivables at reporting date was as follows:
| 2023 Trade receivables Not past due Past due up to 30 days Past due 31 days to 60 days Past due 61 days to 90 days Past due over 90 days 2022 Trade receivables Not past due Past due up to 30 days Past due 31 days to 60 days Past due 61 days to 90 days Past due over 90 days |
Gross Impaired Net Past due but not impaired $ $ $ $ 4,838 (1) 4,837 - 1,119 (19) 1,100 1,100 776 (279) 497 497 567 (245) 322 322 1,670 (863) 807 807 |
|---|---|
| 8,970 (1,407) 7,563 2,726 |
|
| Gross Impaired Net Past due but not impaired $ $ $ $ 3,868 (1) 3,867 - 1,482 (17) 1,465 1,465 790 (246) 544 544 627 (216) 411 411 1,828 (760) 1,068 1,068 |
|
| 8,595 (1,240) 7,355 3,488 |
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and to be able to pay debts as and when they become due and payable.
The consolidated entity manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
The following tables detail the consolidated entity’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.
| Consolidated - 2023 Non-derivatives Non-interest bearing Trade payables Other payables Payroll accruals Total non-derivatives |
Less than 1 Year Between 1 year and 2 years Between 2 years and 7 years Remaining contractual maturities $’000 $’000 $’000 $’000 3,255 - - 3,255 4,290 - - 4,290 2,257 - - 2,257 9,802 - - 9,802 |
|---|---|
| Consolidated - 2022 Non-derivatives Non-interest bearing Trade payables Other payables Payroll accruals Total non-derivatives |
Less than 1 year Between 1 and 2 years Between 2 and 7 years Remaining contractual maturities $’000 $’000 $’000 $’000 3,102 - - 3,102 5,485 - - 5,485 2,078 - - 2,078 |
|---|---|
| 10,665 - - 10,665 |
The cash flows in the maturity analysis above are not expected to occur significantly earlier than disclosed. Contractual maturities related to lease liabilities are disclosed in Note 13.
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
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FOR THE YEAR ENDED 30 JUNE 2023
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade receivables and trade 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 instruments.
Capital management
Capital
The Company manages its capital to ensure the consolidated entity will be able to continue as a going concern.
The capital structure of the consolidated entity consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and accumulated losses. None of the entities in the group are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax, dividends and general administrative outgoings. Gearing levels are reviewed by the Board on a regular basis in line with target gearing ratio, the cost of capital and the risks associated with each class of capital.
| Working capital | Note | 30 June 2023 $’000 |
30 June 2022 $’000 |
|---|---|---|---|
| The working capital position of the consolidated entity was as follows: | |||
| Cash and cash equivalents | 6 | 30,264 | 27,161 |
| Trade receivables | 7 | 7,563 | 7,355 |
| Inventories | 341 | 174 | |
| Other current assets | 8 | 12,280 | 7,309 |
| Trade and other payables | 12 | (9,802) | (10,665) |
| Borrowings | 14 | - | (138) |
| Leases | 15 | (5,996) | (5,375) |
| Employee benefits | 17 | (2,179) | (2,222) |
| Current provisions | 16 | (194) | (397) |
| Working capital position | 32,277 | 23,202 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 23. PARENT ENTITY INFORMATION
| OTE 23. PARENT ENTITY INFORMATION | ||
|---|---|---|
| 30 June 2023 | 30 June 2022 | |
| $’000 | $’000 | |
| Loss after income tax | (5,894) | (9,858) |
| Total comprehensive income | (5,894) | (9,858) |
| tatement of financial positions | ||
| 30 June 2023 | 30 June 2022 | |
| $’000 | $’000 | |
| Total current assets | 824 | 673 |
| Total assets | 83,260 | 72,420 |
| Total current liabilities | 28,848 | 12,118 |
| Total liabilities | 28,707 | 12,235 |
| Equity | ||
| Issued capital | 102,657 | 102,427 |
| Share-based payments reserve | 3,154 | 3,122 |
| Accumulated losses | (51,258) | (45,364) |
| Total equity | 54,553 | 60,185 |
Statement of financial positions
Contingent liabilities
The parent entity has given bank guarantees as at 30 June 2023 of $7,135,923 (30 June 2022: $5,107,604) to various lessors in respect of the consolidated entity’s operations. Refer to Note 33 for further information in relation to the bank guarantees.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 1, except for the following:
-
Investments in subsidiaries are accounted for at cost, less any impairment; and
-
Dividends received from subsidiaries are recognised as income in the parent entity.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 24. INTEREST IN SUBSIDIARIES
The subsidiaries listed below have share capital consisting solely of ordinary shares which are held directly by the consolidated entity and the proportion of ownership interest held equals the voting rights held by the consolidated entity. Investments in subsidiaries are accounted for at cost. Each subsidiary’s country of incorporation is also its principal place of business:
| Ownership | Ownership | |||
|---|---|---|---|---|
| interest | ||||
| Place of | ||||
| Name | Principal Activity | incorporation | 2023 | 2022 |
| and operation | ||||
| RedHill Education Ltd | Educational Services | Australia | 100% | 100% |
| Go Study Australia Pty Ltd1 | Student Recruitment | Australia | 100% | 100% |
| Academy of Interactive Technology Pty Ltd1 | Educational Services | Australia | 100% | 100% |
| International School of Colour and Design Pty Ltd1 | Educational Services | Australia | 100% | 100% |
| Greenwich College Pty Ltd1 | Educational Services | Australia | 100% | 100% |
| Go Study Australia Intercambio Cultural Ltda2 | Student Recruitment | Brazil | 100% | 100% |
| Go Study Australia S.A.C.2 | Student Recruitment | Peru | 100% | 100% |
| Go Study Australia Sociedad Limitada3 | Student Recruitment | Spain | 100% | 100% |
| Go Study Colombia SAS5 | Student Recruitment | Colombia | 100% | - |
| iCollege International Pty Ltd | Educational Services | Australia | 100% | 100% |
| Management Institute of Australia Pty Ltd4 | Educational Services | Australia | 100% | 100% |
| Management Institute of Australia No.1 Pty Ltd4 | Educational Services | Australia | 100% | 100% |
| Management Institute of Australia No.2 Pty Ltd4 | Educational Services | Australia | 100% | 100% |
| Celtic Training & Consultancy Pty Ltd | Educational Services | Australia | 100% | 100% |
| Brisbane Career College Pty Ltd | Educational Services | Australia | 100% | 100% |
| Capital Training Institute Pty Ltd | Educational Services | Australia | 100% | 100% |
-
100% owned by Redhill Education Ltd
-
75% owned by Go Study Australia Pty Ltd and 25% owned by RedHill Education Ltd
-
100% owned by Go Study Australia Pty Ltd
-
Companies were all acquired at the same time and are now in liquidation waiting deregistration 5. Go Study Colombia SAS was incorporated on December 6, 2022
NOTE 25. DEED OF CROSS GUARANTEE
Pursuant to ASIC Class Order 2016/785, the wholly-owned subsidiaries as mentioned below are relieved from the Corporation Act 2001 requirements for preparation, audit, and lodgement of financial reports and directors’ report.
As a condition of the Class Order, NextEd Group Limited and its subsidiaries (closed group) entered into a Deed of Cross Guarantee. The effect of the Deed is that NextEd Group has guaranteed to pay any deficiency in the event of the winding up of any of those subsidiaries.
Those subsidiaries have also given a similar guarantee in the event that NextEd Group is wound up.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
The deed was executed on 15 June 2022.
The subsidiaries subject to the Deed at the end of the reporting period are:
-
NextEd Group Limited
-
Brisbane Career College Pty Ltd
-
Capital Training Institute Pty Ltd
-
Celtic Training & Consultancy Pty Ltd
-
RedHill Education Limited
-
Academy of Interactive Technology Pty Limited
-
Greenwich College Pty Limited
-
International School of Colour and Design Pty Limited
-
Go Study Australia Pty Limited
The above companies represents a ‘closed group’ for the purposes of the Class Order.
Set out below is a consolidated statement of profit and loss and other comprehensive income and statement of financial position of the ‘closed group’.
Statement of profit or loss and other comprehensive income
| 30 June2023 $’000 30 June 2022 $’000 |
|
|---|---|
| Revenue from continuing operations Cost of sales Gross profit Other income Interest revenue Salaries and employee benefits expense Depreciation and amortisation expense Impairment of assets Impairment of receivables Property and occupancy costs Professional and consulting fees Marketing expenses Public company related costs Merger and acquisition costs Other expenses Finance costs Profit / (loss) before tax Income tax benefit Net profit / (loss) for the year |
100,001 45,725 (45,352) (18,085) |
| 54,649 27,640 37 1,482 833 9 (22,826) (15,376) (11,982) (7,756) - (120) (1,860) (617) (4,434) (2,180) (1,184) (1,552) (3,462) (2,754) (1,037) (890) - (3,242) (3,197) (2,017) (2,606) (1,771) |
|
| 2,931 (9,144) |
|
| 752 505 |
|
| 3,683 (8,639) |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Total comprehensive income attributable to members of the 3,683 (8,639) parent entity
| Equity – accumulated losses Accumulated losses at the beginning of the financial year Profit / (loss) after income tax expense for the year Accumulated losses at the end of the financial year |
30 June 2023 30 June 2022 $’000 $’000 (43,925) (35,286) 3,683 (8,639) (40,242) (43,925) |
|---|---|
Statement of financial position
| 30 June 2023 $’000 30 June 2022 $’000 |
|
|---|---|
| Current assets Cash and cash equivalents Trade receivables Inventories Prepayments and other assets Total current assets Non-current assets Property, plant and equipment Right-of-use asset Intangible assets Prepayments and other assets Total non-current assets Total assets Current liabilities Trade and other payables Contract liabilities Borrowings Lease liabilities Provisions Employee benefits Total current liabilities Non-current liabilities Borrowings Deferred tax liabilities Employee benefits Provisions Lease liabilities Total non-current liabilities |
30,283 27,052 7,525 8,158 341 174 12,235 7,272 |
| 50,384 42,656 |
|
| 9,706 6,366 38,665 17,699 63,330 64,607 9,931 3,041 |
|
| 121,632 91,713 |
|
| 172,016 134,369 |
|
| 9,631 10,453 43,546 30,652 - 138 5,996 5,375 194 399 2,202 2,070 |
|
| 61,569 49,087 |
|
| - 224 4,294 5,045 207 131 2,570 2,625 37,844 15,649 |
|
| 44,915 23,674 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
| FOR THE YEAR ENDED 30 JUNE 2023 Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity |
106,484 72,761 |
|---|---|
| 65,532 61,608 |
|
| 102,657 102,427 3,117 3,106 (40,242) (43,925) |
|
| 65,532 61,608 |
NOTE 26. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES
| CTIVITIES | ||
|---|---|---|
| 30 June 2023 | 30 June 2022 | |
| $’000 | $’000 | |
| Profit / (loss) after income tax expense for the year | 3,608 | (8,695) |
| Adjustment for: | ||
| Depreciation and amortisation | 11,986 | 7,764 |
| Convertible note conversion | 5 | - |
| Share-based payments | 36 | 469 |
| Non-cash finance costs | 2,600 | 1,687 |
| Other non-cash items | (35) | 169 |
| Changes in operating assets and liabilities: | ||
| Increase in trade receivables | (263) | (528) |
| Increase in prepayments | (404) | (164) |
| Increase in other operating assets | (4,673) | (4,979) |
| Decrease / (increase) in trade and other payables | (332) | 1,116 |
| Increase in contract liabilities | 12,893 | 15,008 |
| Increase / (decrease) in provision for income tax | 19 | (628) |
| Increase in employee benefits | 40 | 41 |
| Decrease in other provisions | (300) | (60) |
| Net cash from operating activities | 25,180 | 11,200 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 27. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
| Lease liabilities Opening balance Net cash from financing activities RedHill acquisition New leases and lease extensions Finance costs Closing balance Convertible notes Opening balance Fully redeemed on 29/06/2022 Converted to shares on 22/06/2022 @ $0.05c per share Closing balance Other borrowings Opening balance Repayment of borrowings Acquisition / (disposal) of motor vehicles Closing balance |
30 June 2023 $’000 30 June 2022 $’000 |
|---|---|
| 21,023 3,594 (8,913) (6,209) - 18,714 29,130 3,237 2,600 1,687 |
|
| 43,840 21,023 |
|
| 30 June 2023 $’000 30 June 2022 $’000 |
|
| - 650 - (150) - (500) |
|
| - - |
|
| 30 June 2023 $’000 30 June 2022 $’000 |
|
| 362 700 (227) (407) (135) 69 |
|
| - 362 |
NOTE 28. KEY MANAGEMENT PERSONNEL (KMP) COMPENSATION
The names and positions of KMP who held office during the year were as follows:
-
Catherine (Cass) O’Connor
-
Simon Tolhurst
-
William Deane
-
Sandra Hook
-
Ashish Katta
-
Badri Gosavi
-
Glenn Elith
-
Michael Fahey
Independent non-executive chair (appointed 29 July 2022) Independent non-executive director (Independent chairman until 29 July 2022) Non-executive director (appointed 8 November 2021) Non-executive director (appointed 8 November 2021) Non-executive director (resigned 29 July 2022) Executive director (resigned 29 July 2022) Chief Executive Officer
Chief Financial Officer
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
| Short-term employee benefits Long-term incentives Post-employment benefits Long-term benefits Termination payments Share-based payments Total |
30 June 2023 30 June 2022 |
|---|---|
| $’000 $’000 |
|
| 1,497 1,767 177 - 71 65 11 24 205 204 41 - |
|
| 2,002 2,060 |
NOTE 29. RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the consolidated entity and other related parties are disclosed below.
Legal fees of $1,737 (year ended 30 June 2022: $16,355) were paid to HWL Ebsworth, a firm where Simon Tolhurst was formerly a partner. Fees were paid on normal commercial terms and conditions.
In addition to the remuneration paid to KMP, amounts to related parties of the CEO totalling $5,814 were paid during the period for administrative support services (year ended 30 June 2022: $20,917).
NOTE 30. AUDITOR’S REMUNERATION
Pitcher Partners Sydney Partnership (Pitcher Partners) has been appointed as auditor of the Company, with effect from 1 June 2023. This appointment follows the resignation of Hall Chadwick WA Audit Pty Ltd (Hall Chadwick). The following fees were paid or payable for services provided by the auditors.
Remuneration of the auditor for auditing or reviewing the financial reports:
| Audit services - Hall Chadwick Audit services - Pitcher Partners |
30 June 2023 30 June 2022 |
|---|---|
| $ $ | |
| 31 123 152 - |
|
| 183 123 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 31. EARNINGS PER SHARE (EPS)
| OTE 31. EARNINGS PER SHARE (EPS) | |
|---|---|
| Reconciliation of earnings to profit or loss Profit / (loss) for the year Profit / (loss) used in the calculation of basic and diluted EPS Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS Weighted average number of ordinary shares outstanding during the year used in calculation of diluted EPS Earnings per share Basic EPS (cents per share) Diluted EPS (cents per share) |
30 June 2023 $’000 30 June 2022 $’000 |
| 3,608 (8,695) |
|
| 3,608 (8,695) |
|
| 30 June 2023 No. 30 June 2022 No. |
|
| 218,586,754 184,203,392 223,919,278 184,203,392 30 June 2023 30 June 2022 1.65 (0.94) 1.61 (0.94) |
As at 30 June 2023, the consolidated entity has 5,410,717 unissued shares under options (30 June 2022: 5,400,000 post share consolidation). During the year ended 30 June 2023, the consolidated entity’s unissued shares under option were dilutive.
NOTE 32. SHARE-BASED PAYMENTS
| OTE 32. SHARE-BASED PAYMENTS | |||
|---|---|---|---|
| 30 June 2023 | 30 June 2022 | ||
| $’000 | $’000 | ||
| Share-based payments: | |||
| Recognised in merger and acquisition costs | - | 469 | |
| Recognised in director costs | 41 | - | |
| 41 | 469 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Share-based payment arrangements in effect during the year
a. Unlisted options
The Company had issued options in prior financial year with terms and summaries below:
| Number under Option | Date of Expiry | Exercise Price | Vesting Terms |
|---|---|---|---|
| 2,000,000 10 Jul 2023 $0.25 Immediately upon issue 3,400,000 9 Nov 2023 $0.75 Immediately upon issue |
b. Director options
In consideration for services during the year, the Company issued options in current financial year with terms and summaries below:
| Grand Date | Expiry Date | Share price at grant date |
Exercise price |
Expected volatility |
Number of options issued |
Dividend yield |
Risk- free interest rate |
Fair value at grant date |
|---|---|---|---|---|---|---|---|---|
| 15/12/2022 31/12/2028 $1.150 $1.400 75.20% 103,571 Nil 3.00% $0.2719 15/12/2022 31/12/2029 $1.150 $1.400 75.20% 103,571 Nil 3.00% $0.4195 15/12/2022 31/12/2030 $1.150 $1.400 75.20% 103,575 Nil 3.00% $0.5263 |
Movement in share-based payment arrangements during the period
A summary of the movements of all Company options issued as share-based payments is as follows:
| 2023 | 2023 | 2022 | 2022 | |
|---|---|---|---|---|
| Number of Options |
Weighted Average Exercise Price |
Number of Options |
Weighted Average Exercise Price |
|
| $ | $ | |||
| Outstanding at the beginning of the year Granted Expiry: 15/12/2028 Expiry: 15/12/2029 Expiry: 15/12/2030 Exercised Expiry Date: 09/11/2023 Exercise Price: $0.75 Outstanding at year-end Exercisable at year-end |
5,400,000 5,400,000 103,571 1.40 103,571 1.40 103,575 1.40 (300,000) 0.75 |
|||
| 5,410,717 1.08 5,400,000 0.55 |
||||
| 5,100,000 1.08 5,400,000 0.55 |
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.6 years (FY22: 1 year).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 33. CONTINGENT LIABILITIES
The consolidated entity has given bank guarantees as at 30 June 2023 of $7,135,923 (30 June 2022: $5,107,604) to various lessors.
The consolidated entity has bank guarantee facilities with several leading Australian totalling $11,307,777 of which $7,135,923 has been utilised as at 30 June 2023.
The consolidated entity has term deposits of $9,286,781 as at 30 June 2023 classified within non-current assets to support those facilities.
NOTE 34. COMMITMENTS
The consolidated entity is committed to incur capital expenditure of approximately $1.5 million in relation to campus expansions across Level 6 and 16, 120 Spencer St, Melbourne, Level 3 and 4, 119 Charlotte Street, Brisbane, and Level 1, Kelly St, Ultimo. The expenditure is expected to be settled in the FY2024 financial year.
NOTE 35. EVENTS SUBSEQUENT TO REPORTING DATE
On 10 July 2023, 2,000,000 options were exercised and converted to fully paid shares at $0.25. Consideration of $500,000 was received in relation to these options and the number of shares on issue increased to 221,376,773.
Apart from the matters noted above, there has been no additional matter or circumstance that has arisen after balance sheet date that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future reporting periods.
47