Preliminary Final Report
THE AGENCY GROUP AUSTRALIA LTD ABN 52 118 913 232
and its controlled entities
APPENDIX 4E Preliminary Final Report 30 June 2021
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 232 30 June 2021
Corporate directory
Current Directors Andrew Jensen Executive Chairman and Chief Operating Officer Paul Niardone Managing Director Matthew LaHood Executive Director Adam Davey Non-executive Director
Company Secretary Stuart Usher
Registered Office and Head Office Share Registry Street: 68 Milligan Street Advanced Share Registry Limited PERTH WA 6000 Street + Postal: 110 Stirling Highway Postal: PO Box 7768 NEDLANDS WA 6009 CLOISTERS SQUARE WA 6850 Telephone: 1300 113 258 (within Australia) Telephone: +61 (0)8 9204 7955 +61 (0)8 9389 8033 (International) Facsimile: +61 (0)8 9204 7956 Facsimile: +61 (0)8 6370 4203 Email: info@theagencygroup.com.au Email: admin@advancedshare.com.au Website: theagencygroup.com.au Website: www.advancedshare.com.au
Auditors Securities Exchange Hall Chadwick WA Audit Pty Ltd Australian Securities Exchange (formerly known as Bentleys Audit & Corporate (WA) Pty Ltd) Level 40, Central Park, 152-158 St Georges Terrace 283 Rokeby Road Perth WA 6000 SUBIACO WA 6008 Telephone: 131 ASX (131 279) (within Australia) Telephone: +61 (0)8 9426 0666 Telephone: +61 (0)2 9338 0000 Facsimile: +61 (0)2 9227 0885 Solicitors Website: www.asx.com.au Steinepreis Paganin ASX Code AU1 Level 4, The Read Buildings 16 Milligan Street Perth WA 6000
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Contents
◼ Company Update ………………………………………………………………………………………………………………………………………………. 1
◼ Results for announcement to the Market …………………………………………………………………………………………………………….. 5 ◼ Consolidated statement of profit or loss and other comprehensive income ……………………………………………………………… 8 ◼ Consolidated statement of financial position ……………………………………………………………………………………………………….. 9 ◼ Consolidated statement of changes in equity ……………………………………………………………………………………………………… 10 ◼ Consolidated statement of cash flows ………………………………………………………………………………………………………………… 11 ◼ Notes to the Appendix 4E preliminary final report ……………………………………………………………………………………………….. 12
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Company Update 1. Operating and financial review 1.1. Nature of Operations Principal Activities The principal activity of the Group for the financial year was real estate services and related activities. There were no significant changes in the nature of the Group’s principal activities during the financial year.
1.2. Operations Review a. Key Metrics
ANNUAL GROUP REVENUE ($M) GCI ($M) 70 90 Up 68% Y-o-Y Up 39% Y-o-Y 80 60 70 50 60 40 50 58.38 80.7 30 40 20 41.86 30 47.9 28.3 20 37.9 10 16.8 28.8 9.6 10 3.8 0 0 FY17 FY18 FY19 FY20 FY21 FY17 FY18 FY19 FY20 FY21
NUMBER OF EXCHANGES (#) VALUE OF EXCHANGES ($B) Up 58% Y-o-Y Up 66% Y-o-Y 6000 6 4,964 4.8 5000 5 4000 4 3,147 2.9 3000 2,409 3 2.4 1,540 1.8 2000 2 1000 667 1 0.2 0 0 FY17 FY18 FY19 FY20 FY21 FY17 FY18 FY19 FY20 FY21
NUMBER OF NEW LISTINGS (#) Up 30% Y-o-Y 6,000 5,137 5,000 3,957 4,000 3,430 3,000 1,776 2,000 1,000 639
– FY17 FY18 FY19 FY20 FY21
The Agency delivered strong operating results for FY2021 with all key metrics increasing during the year across our businesses as demonstrated above. The results further reinforce the sustained growth the business has been able to achieve year on year for the past three years. This is despite the ongoing impact of the COVID-19 pandemic and resultant restrictions on the real estate sector nationally during the reporting period.
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Company Update For FY2021, the Group reported Annual Group Revenue of $58.38 million, a 39.46% increase year-on-year (FY2020: $41.86 million), which further highlights the effectiveness of the Company’s model.
The increase in revenue was primarily due to a 68% increase year-on-year in Combined Gross Commission Income to $80.7 million (FY2020: $47.9 million). This figure was bolstered by 4,964 sales (up from 3,147 sales for FY2020) and $4.8 billion worth of property sold across the combined group for FY2021 (FY2020: $2.9 billion). Pleasingly, the 57.7% year- on-year increase in The Agency’s transaction numbers was considerably more than the 40.7% market growth for the same period.
Property management has 3,517 Properties Under Management as at 30 June 2021, this is 27% down on prior year due to the disposal of the WA rent roll in September 2020. This rent roll generates $7 million revenue annually.
The Company also witnessed growth in its Mortgage Solutions Australia (MSA) business with home loan approvals for FY2021 up 24% year-on-year from $137.4 million to $170.6 million.
As at 30 June 2021, The Agency was comprised of a combined 308 sales agents (East Coast: 163, West Coast: 145), with average Gross Commission Income (GCI) by agent increasing by over 57% over the past twelve months. The Agency’s model of allowing our high-quality agents to focus on sales and providing support is being demonstrated by the year-on-year increase in GCI.
The Agency will be looking to boost agent numbers in the coming quarters. Based on the company’s existing platform and cost structure, which is largely fixed, any future recruitment will directly contribute to EBITDA performance.
The Agency Group reported cash receipts of $71.57 million for the FY2021, a 68.29% year-on-year increase (FY2020: $42.53 million).
FY2021 FY2020 % Change
Revenue ($M) 58.38 41.86 +39% EBITDA ($M) 6.37 2.66 +139% EBITDA – pre AASB16 ($M) 4.57 0.71 +544% GCI ($M) 80.66 47.92 +68% PUM 3,517 4,838 -27% Home Loan Approvals (MSA) ($M) 170.6 137.4 +24%
1.3. Financial Review The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The Agency continued its growth during FY2021 delivering three quarters of positive EBITDA as well as positive cash flow, a first for the Company. For FY2021, the Group recorded EBITDA profit of approximately $6.37 million. EBITDA was calculated as provided below:
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Company Update EBITDA calculation 2021 2020 $ $
Loss after tax (1,856,455) (9,065,337)
Income tax benefit (1,894,024) (1,291,720) Loss before tax (3,750,479) (10,357,057) Interest income (18,724) (17,988) Depreciation and amortisation 5,465,814 6,038,609 Embedded derivative non-cash financing costs 2.1 2,243,784 – Impairment 400,000 5,230,330 Interest and finance costs 2,010,936 1,769,193 Profit on Sale of Assets1 (200,612) – Share-based payments 215,946 –
EBITDA 6,366,665 2,663,087
AASB 16 Leases impact2 (1,793,866) (1,951,373)
EBITDA (pre-AASB16 Leases impact) 4,572,799 711,714
EBITDA was $6.37 million. After adjusting for AASB 16 Leases impact, positive EBITDA for the year was $4.57 million which compares to positive EBITDA of $0.71 million for FY2020, a $3.86 million improvement.
The net assets of the Group have increased from 30 June 2020 by $2.53 million to $14.14 million at 30 June 2021 (2020: $11.61 million).
The Group incurred a net loss after tax for the year of $1.86 million (2020: $9.07 million loss). It is important to note that this was primarily impacted by the embedded derivative non-cash financing cost ($2.24 million), interest and finance costs ($2.01 million), and depreciation and amortisation ($5.47 million).
As at 30 June 2021, the Group’s cash and cash equivalents increased from 30 June 2020 by $2.37 million to $5.10 million at 30 June 2021 (2020: $2.72 million).
Appendix 4E 2020 $’000s $
Cash at bank (reference 4E Note 4.1) 5,096 Cash classified as ◼ Bank Guarantees 613
Reporting in the 30 June 2021 Appendix 4C 5,709
Government incentives and related grants have been received during the year and were used to also support employee sales agents in Perth. These have been included in operational cash flows.
1 Sale of West Coast rent roll assets to Managex. Includes profit on sale of net assets disposed of $123K plus gain on exit of lease of $77K 2 AASB 16 Leases was adopted from 1 July 2019. The above demonstrates finance costs and amortisation, which prior to the adoption AASB 16 was recognised as rent expense.
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Company Update 1.4. Future Developments, Prospects and Business Strategies With the Group having achieved a profitable scale, The Agency’s national focus has now shifted to quality agent recruitment for driving growth while maintaining a sustainable financial framework and continuing to identify and implement efficiencies into its business.
The Company has continued to work proactively with its primary bank debt provider, Macquarie Bank, regarding a reduction in funding costs as well as the release of personal guarantees on its secured debt facilities, both of which have been approved by the debt provider and announced on the 4th August 2021.
The Agency is active in pursuing new business channels and entering new markets, along with new strategic partnerships and JV opportunities it believes will drive agent recruitment and sales revenue in the coming reporting periods.
There remain significant intangible assets off the balance sheet, these include the rent roll and the Mortgage Book. These assets contribute an annuity income to the business in excess of $8 million per annum. Total estimated market asset value of the rent roll and loan book is estimated to be greater than $25 million.
Other likely developments, future prospects and business strategies of the operations of the Group and the expected results of those operations, not otherwise disclosed in this report, have not been included in this report as the Directors believe that the inclusion of such information would be likely to result in unreasonable prejudice to the Group.
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Results for announcement to the Market for the year ended 30 June 2021
1 REPORTING PERIOD (item 1)
◼ Report for the financial year ended: 30 June 2021 ◼ Previous corresponding period is the year months ended: 30 June 2020
Movement Percentage Amount 2 RESULTS FOR ANNOUNCEMENT TO THE MARKET % $
◼ Increase in revenues from ordinary activities (item 2.1) 39.46 to 58,380,590
◼ Decrease in loss from ordinary activities after tax 79.52 to (1,856,455) attributable to members (item 2.2)
◼ Decrease in loss after tax attributable to members (item 2.3) 79.52 to (1,856,455)
a. Dividends (item 2.4) Amount per Franked amount Security per security ₵ % ◼ Interim dividend nil n/a ◼ Final dividend nil n/a ◼ Record date for determining entitlements to the n/a dividend (item 2.5)
b. Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6): The loss after tax includes an embedded derivative non-cash financing cost of $2,243,784 relating to the issue of convertible notes. Refer to Company Update on page 1 of this Preliminary Final Report.
3 PRELIMINARY FINAL REPORT
a. Statement of comprehensive income (item 3): Refer to Consolidated statement of profit or loss and other comprehensive income on page 8
b. Statement of financial position (item 4): Refer to Consolidated statement of financial position on page 9
c. Statement of cash flows (item 5): Refer to Consolidated statement of cash flows on page 11
d. Statement of changes in equity (item 6): Refer to Consolidated statement of changes in equity on page 10
4 DIVIDENDS (item 7) AND RETURNS TO SHAREHOLDERS INCLUDING DISTRIBUTIONS AND BUY BACKS (item 14.2)
Nil. a. Details of dividend or distribution reinvestment plans in operation are described below (item 8): Not applicable
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Results for announcement to the Market for the year ended 30 June 2021 Previous 5 RATIOS Current corresponding period period a. Financial Information relating to 5b and 5c: $ $ Earnings for the period attributable to owners of the parent (1,856,455) (9,065,337)
Net assets 14,137,261 11,611,346 Less: Intangible assets (including net deferred tax balances) and right of use (27,778,071) (31,770,901) assets Net tangible assets (13,640,810) (20,159,555)
No. No. Fully paid ordinary shares 428,575,916 298,954,431 Weighted average number of ordinary shares outstanding during the year used 353,288,916 251,793,328 in calculation of basic EPS
₵ ₵
b. Net tangible assets backing per share (cents) (item 9): (3.183) (5.189)
c. Earnings per share attributable to owners of the parent (cents) (item 14.1): (0.525) (3.600)
The Group does not report diluted earnings per share, as dilution is not applied to annual losses generated by the Group. During the 2021 financial year the Group had 333,333 unissued shares under option which are anti-dilutive.
6 DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD: (item 10)
a. Control gained over entities ◼ Name of entities (item 10.1) Nil ◼ Date(s) of gain of control (item 10.2) b. Loss of control of entities
◼ Name of entities (item 10.1) The Agency Property Management WA Pty Ltd ◼ Date(s) of loss of control (item 10.2) 29 September 2020 c. Contribution to consolidated profit (loss) from ordinary activities after $51,579 tax by the controlled entities to the date(s) in the current period when control was gained / lost (item 10.3).
d. Profit (loss) from ordinary activities after tax of the controlled entities for $1,823 the whole of the previous corresponding period (item 10.3)
7 DETAILS OF ASSOCIATES AND JOINT VENTURE: (item 11)
◼ Name of entities (item 11.1) Nil ◼ Percentage holding in each of these entities (item 11.2) n/a Previous corresponding Current period Period $ $ ◼ Aggregate share of profits (losses) of these entities (item 11.3) N/A N/A
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Results for announcement to the Market for the year ended 30 June 2021
8 Any other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position (item 12):
Refer to commentary update accompanying this 4E
9 The financial information provided in the Appendix 4E is based on the preliminary final report (attached), which has been prepared in accordance with Australian Accounting Standards (item 13)
10 A COMMENTARY ON THE RESULTS FOR THE PERIOD (item 14)
Refer to Company Update on page 1 .
11 The preliminary final report has been prepared based on the 30 June 2021 accounts which are in the process of being audited by an independent Audit Firm in accordance with the requirements of s.302 of the Corporations Act 2001 (Cth). (item 15)
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2021 Note 2021 2020 $ $ Continuing operations Revenue 1.1 58,380,590 41,861,521 Other income 1.2 1,510,869 1,012,487
59,891,459 42,874,008
Advertising and promotion expenses (1,639,614) (1,242,399) Computers and information technology expenses (1,407,621) (1,330,334) Consultancy fees (2,048,190) (1,918,495) Depreciation and amortisation (5,465,814) (6,038,609) Embedded derivative non-cash financing costs 2.1 (2,243,784) – Impairment 2.2 (400,000) (5,230,330) Interest and finance costs (2,010,936) (1,769,193) Legal and professional fees (1,328,244) (998,384) Occupancy costs (570,823) (984,139) Salaries and employment costs 2.3 (44,182,308) (31,070,020) Share-based payments expense (215,946) – Other expenses (2,128,658) (2,649,162)
Loss before tax (3,750,479) (10,357,057) Income tax benefit 3.1 1,894,024 1,291,720
Net loss for the year (1,856,455) (9,065,337)
Other comprehensive income, net of income tax ◼ Items that will not be reclassified subsequently to profit or loss – – ◼ Items that may be reclassified subsequently to profit or loss – –
Other comprehensive income for the period, net of tax – –
Total comprehensive income attributable to members of the parent entity (1,856,455) (9,065,337)
6,366,665 2,663,087
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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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Consolidated statement of financial position as at 30 June 2021 Note 2021 2020 $ $ Current assets Cash and cash equivalents 4.1 5,096,435 2,724,142 Trade and other receivables 4.2.1 7,953,403 4,601,222 Financial assets 4.3.1 – 1,600,000 Other current assets 4.4.1 723,438 550,476
Total current assets 13,773,276 9,475,840
Non-current assets Trade and other receivables 4.2.2 163,010 269,655 Financial assets 4.3.2 612,860 170,388 Property, plant, and equipment 5.1 1,577,659 2,039,814 Right of use asset 5.2.1 4,894,370 4,645,320 Intangible assets 5.3 24,240,451 30,376,355
Total non-current assets 31,488,350 37,501,532
Total assets 45,261,626 46,977,372
Current liabilities Trade and other payables 4.5.1 11,194,122 9,773,151 Borrowings 4.6.1 – 13,843,235 Provisions 5.4.1 2,565,406 2,286,835 Leases 5.2.2 1,828,270 1,979,900
Total current liabilities 15,587,798 27,883,121
Non-current liabilities Borrowings 4.6.2 5,000,000 – Financial liabilities 4.7.1 4,882,672 – Provisions 5.4.2 280,245 337,054 Leases 5.2.2 4,016,900 3,895,077 Deferred tax liabilities 3.3 1,356,750 3,250,774
Total non-current liabilities 15,536,567 7,482,905
Total liabilities 31,124,365 35,366,026
Net assets 14,137,261 11,611,346
Equity – – Issued capital 6.1.1 43,635,166 39,395,942 Reserves 6.4 1,071,861 928,715 Accumulated losses (30,569,766) (28,713,311)
Total equity 14,137,261 11,611,346 (2,120,270) (18,414,917) (13,640,810) (15,514,235)
The consolidated statement of financial position is to be read in conjunction with the accompanying notes.
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Consolidated statement of changes in equity for the year ended 30 June 2021 Note Contributed Accumulated Options Total equity Losses Reserve equity $ $ $ $
Balance at 1 July 2019 27,765,049 (19,317,468) 583,426 9,031,007 Change in accounting policy – (330,506) – (330,506)
Restated total equity at the beginning of the financial year 27,765,049 (19,647,974) 583,426 8,700,501 Loss for the year attributable owners of the parent – (9,065,337) – (9,065,337) Other comprehensive income for the year attributable owners of the parent – – – – Total comprehensive income for the year attributable owners of the parent – (9,065,337) – (9,065,337)
Transaction with owners, directly in equity Shares issued during the year (net of costs) 6.1.1 11,630,893 – – 11,630,893 Options granted during the year 6.2 – – 345,289 345,289
Balance at 30 June 2020 39,395,942 (28,713,311) 928,715 11,611,346
Balance at 1 July 2020 39,395,942 (28,713,311) 928,715 11,611,346 Loss for the year attributable owners of the parent – (1,856,455) – (1,856,455) Other comprehensive income for the year attributable owners of the parent – – – –
Total comprehensive income for the year attributable owners of the parent – (1,856,455) – (1,856,455)
Transaction with owners, directly in equity Shares issued during the year (net of costs) 6.1.1 3,552,768 – – 3,552,768 Options granted during the year 6.2 – – 437,946 437,946 Options exercised during the year 686,456 (294,800) 391,656
Balance at 30 June 2021 43,635,166 (30,569,766) 1,071,861 14,137,261
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Consolidated statement of cash flows for the year ended 30 June 2021
Note 2021 2020 $ $ Cash flows from operating activities Receipts from customers 71,571,138 42,529,458 Payments to suppliers and employees (65,947,300) (40,821,013) Interest received 18,440 17,988 Finance costs (998,889) (1,391,729)
Net cash used in operating activities 4,643,389 334,704
Cash flows from investing activities Purchase of property, plant, and equipment (242,158) (282,527) Advancement of bank guarantee – (481,498) Return of bank guarantee – 346,078 Purchase of intangibles – (192,758) Deferred purchase consideration paid – (15,000) Loans to other entities (225,000) – Net cash received on disposal of asset group 2,623,330 –
Net cash used in investing activities 2,156,172 (625,705)
Cash flows from financing activities Proceeds from issue of shares – 5,611,773 Proceeds from exercise of options 391,656 – Share issue costs (60,000) (397,861) Repayments of borrowings (7,843,235) (2,731,516) Proceeds from borrowings 5,000,000 – Payment of principal portion of lease liabilities (1,915,689) (2,064,552)
Net cash provided by financing activities (4,427,268) 417,844
Net increase in cash and cash equivalents held 2,372,293 126,843
Cash and cash equivalents at the beginning of the year 2,724,142 2,597,299
Cash and cash equivalents at the end of the year – 4.1 5,096,435 2,724,142
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Notes to the Appendix 4E preliminary final report for the year ended 30 June 2021
Note 1 Revenue and other income Note 2021 2020 $ $ 1.1 Revenue Commissions 45,342,382 27,523,456 Fees 5,563,760 5,056,193 Management fees 7,474,448 9,281,872
58,380,590 41,861,521 1.2 Other Income Interest income 18,724 17,988 Gain on disposal of assets 123,225 – Gain on exit of lease 77,387 – Other income 567,121 994,499 Government grants received – Cash Flow Boost 724,412 –
1,510,869 1,012,487
Note 2 Loss before income tax 2021 2020 $ $ The following significant revenue and expense items are relevant in explaining the financial performance: 2.1 Embedded derivative non-cash financing costs: ◼ Embedded Derivative – Finance cost 256,796 – ◼ Embedded Derivative – Fair value adjustment 1,986,988 –
2,243,784 – 2.2 Impairment: ◼ Doubtful debts expense / (recovered) 400,000 (74,050) ◼ Impairment of goodwill and other intangibles – 5,304,380
400,000 5,230,330 2.3 Salaries and employment costs ◼ Commissions 31,656,030 19,558,045 ◼ Director fees 144,000 535,980 ◼ Salary and wages 7,899,320 8,475,768 ◼ Superannuation 2,146,579 1,369,231 ◼ Other employment related costs 3,746,379 2,210,996 ◼ Government grants received in connection with employment costs (1,410,000) (1,080,000)
44,182,308 31,070,020
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Notes to the Appendix 4E preliminary final report for the year ended 30 June 2021
Note 3 Income tax Note 2021 2020 $ $ 3.1 Income tax benefit Deferred tax (1,894,024) (1,291,720)
(1,894,024) (1,291,720) 3.2 Deferred tax assets Employee benefits 558,583 465,221 Accrued expenses 1,747,300 918,680 Provisions 177,161 52,397 AASB16 Leases – Lease Liability 182,453 154,253 Other 309,093 141,261 2,974,590 1,731,812 Set-off deferred tax liabilities 3.3 (2,974,590) (1,731,812)
Net deferred tax assets – –
3.3 Deferred tax liabilities Intangible Asset – Rent Roll 4,331,340 4,875,336 Accrued income – 107,250 4,331,340 4,982,586 Set-off deferred tax assets 3.2 (2,974,590) (1,731,812)
Net deferred tax liabilities 1,356,750 3,250,774
Note 4 Financial assets and financial liabilities
4.1 Cash and cash equivalents 2021 2020 $ $
Cash at bank 5,096,435 2,724,142
5,096,435 2,724,142
4.2 Trade and other receivables 2021 2020 $ $ 4.2.1 Current Trade debtors 6,272,604 3,677,980 Recoverable commissions/wages 1,125,019 876,861 Provision for non-recovery of trade debtor and commissions/wages (150,000) (339,702) Other receivables 705,780 386,083
7,953,403 4,601,222 4.2.2 Non-current Receivables 163,010 269,655
163,010 269,655
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Notes to the Appendix 4E preliminary final report for the year ended 30 June 2021
Note 4 Financial assets and financial liabilities (cont.)
4.3 Financial assets 2021 2020 $ $ 4.3.1 Current Restricted cash – 600,000 Working capital – trust account – 1,000,000
– 1,600,000 4.3.2 Non-current Bank guarantees and restricted cash 612,860 170,388
612,860 170,388
4.4 Other assets 2021 2020 $ $ 4.4.1 Current Prepayments 305,748 7,636 Other deposits 817,690 542,840 Less: provision for impairment (400,000) –
723,438 550,476
4.5 Trade and other payables 2021 2020 $ $ 4.5.1 Current Unsecured Trade payables 2,552,376 2,483,388 Employees’ remuneration – commissions payable 3,706,455 1,869,045 Payroll tax payable 353,739 1,152,496 Superannuation – employees 392,778 401,358 Sundry creditors and accrued expenses 2,512,237 843,601 GST and PAYG payable 1,676,537 2,916,649 Other – 106,614
11,194,122 9,773,151
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Notes to the Appendix 4E preliminary final report for the year ended 30 June 2021
Note 4 Financial assets and financial liabilities (cont.)
4.6 Borrowings 2021 2020 $ $ 4.6.1 Current Loans – 750,000 Bank loans – 12,093,235 Convertible note – 1,000,000
– 13,843,235 4.6.2 Non-current Bank loans 5,000,000 –
5,000,000 –
4.7 Financial liabilities 2021 2020 $ $ 4.7.1 Non-current Convertible note: ◼ Debt component 895,101 – ◼ Derivative financial liability conversion option 3,987,571 –
4,882,672 –
Note 5 Non-financial assets and financial liabilities
5.1 Property, plant, and equipment 2021 2020 $ $ Plant and equipment – at cost 1,253,362 1,187,451 Accumulated depreciation (725,387) (614,867)
527,975 572,584
Leasehold improvements – at cost 3,447,970 3,407,145 Accumulated amortisation (2,398,286) (1,939,915)
1,049,684 1,467,230
Total plant and equipment 1,577,659 2,039,814
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Notes to the Appendix 4E preliminary final report for the year ended 30 June 2021
Note 5 Non-financial assets and financial liabilities (cont.)
5.2 Leases 2021 2020 $ $ 5.2.1 Right of use assets Properties 3,704,241 3,500,419 Printing equipment 1,190,129 1,144,901
4,894,370 4,645,320 5.2.2 Lease liabilities Current 1,828,270 1,979,900 Non-current 4,016,900 3,895,077
5,845,170 5,874,977
5.3 Intangible assets 2021 2020 $ $ Goodwill 10,704,236 17,077,617 Impairment charge – (5,304,380)
10,704,236 11,773,237
Rent Roll and trail book 21,134,545 24,348,146 Accumulated amortisation (7,851,603) (5,930,600)
13,282,942 18,417,546
Trademarks 268,420 268,420 Accumulated amortisation and impairment (268,420) (268,420)
– –
Others 291,875 381,968 Accumulated amortisation and impairment (38,602) (196,396)
253,273 185,572
Total intangibles 24,240,451 30,376,355
5.4 Provisions 2021 2020 $ $ 5.4.1 Current Employee entitlements 1,406,422 1,228,979 Future fund referrals 1,158,984 1,057,856
2,565,406 2,286,835 5.4.2 Non-current Employee entitlements 62,742 61,377 Make good provisions 149,548 165,000 Future fund referrals 67,955 110,677
280,245 337,054
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4E AND CONTROLLED ENTITIES Preliminary final report ABN 52 118 913 23 30 June 2021
Notes to the Appendix 4E preliminary final report for the year ended 30 June 2021
Note 6 Equity
6.1 Issued capital 2021 2020 2021 2020 No. No. $ $
Fully paid ordinary shares at no par value 428,575,916 298,954,431 43,635,166 39,395,942 2021 2020 2021 2020 6.1.1 Ordinary shares No. No. $ $ At the beginning of the year 298,954,431 103,810,047 39,395,942 27,765,049 Shares issued during the year: ◼ Issued for cash – 85,913,817 – 5,584,398 ◼ Equity-settled payments – 107,008,316 – 6,955,540 ◼ Conversion of performance shares – 2,222,251 – – ◼ Convertible note conversion 115,621,485 – 3,612,768 – ◼ Exercise of $0.027 options 12,000,000 – 546,000 – ◼ Exercise of $0.0338 options 2,000,000 – 140,456 – Transaction costs relating to share – – (60,000) (909,045) issues
At reporting date 428,575,916 298,954,431 43,635,166 39,395,942
6.2 Options 2021 2020 2021 2020 No. No. $ $ Options 333,333 104,181,760 1,071,861 928,715
At the beginning of the year 104,181,760 5,588,912 928,715 583,426 Options issued/(lapsed) during the year: ◼ Attaching pursuant to a – 8,461,539 – – Placement ◼ Attaching to an Entitlement Issue – 34,495,371 – – ◼ Equity-settled payments – 44,944,823 – ◼ Lead Managers options – 12,899,074 – 258,192 ◼ Repayment of Kalonda debt – 714,286 – 14,297 ◼ Financing costs in respect to the – 2,000,000 – 72,800 convertible note options ◼ Issued in connection with 12,000,000 – 222,000 – Convertible notes ◼ Exercise of $0.027 options (12,000,000) – (222,000) – ◼ Exercise of $0.0338 options (2,000,000) – (72,800) – ◼ Granted (and to be issued) to – – 215,946 – CEO in accordance with employment agreements ◼ Expiry of options (101,848,427) (4,922,245) – –
At reporting date 333,333 104,181,760 1,071,861 928,715
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APPENDIX 4E THE AGENCY GROUP AUSTRALIA LTD Preliminary final report AND CONTROLLED ENTITIES 30 June 2021 ABN 52 118 913 232
Notes to the consolidated financial statements for the year ended 30 June 2021
Note 6 Equity (cont.)
6.3 Performance shares 2021 2020 No. No.
Performance shares 1,555,558 1,555,558
6.3.1 The 1,555,558 performance shares failed to vest (by achieving a 20-day volume VWAP on the ASX which equals or exceeds 3 times the re-quotation price of $0.02, at any time within 24 months of settlement) and expired. These performance shares will convert to five only ordinary shares.
6.4 Reserves 2021 2020 $ $ Share-based payment reserve 1,071,861 928,715
1,071,861 928,715
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