Me Today audited result to 31 March 2020 and Annual Report
26 May 2020
Audited results announcement for the 12 months ended 31 March 2020
Results for announcement to the market
Name of issuer Me Today Limited
Reporting Period 12 months to 31 March 2020
Previous Reporting Period N/A
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$566 N/A
Total Revenue $566 N/A
Net profit/(loss) from
continuing operations
($4,982) N/A
Total net profit/(loss) ($4,982) N/A
Interim/Final Dividend
Amount per Quoted Equity
Security
The Company does not propose to pay a dividend at this time
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.0230 N/A
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to the market release attached.
Authority for this announcement
Name of person
authorised
to make this announcement
Stephen Sinclair
Contact person for this
announcement
Stephen Sinclair
Contact phone number 021 330053
Contact email address stephen@metoday.com
Date of release through MAP
26 May 2020
Audited financial statements and the annual report accompany this announcement.
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26 May 2020
Me Today Group result for the year ended 31 March 2020 and Annual Report.
The Me Today group releases its audited results for the year ended 31 March 2020.
Key Highlights:
• Completion of successful reverse listing transaction and listing on the NZX on 31 March
2020.
• Cash reserves of $4.2m to support the planned growth strategy of the group.
• Listing in 200 Unichem and Life Pharmacies through the Green Cross pharmacy network
nationwide.
• Representation of agency brands, LifeSpace, Artemis and SleepDrops
• New Product Development Program
o Hand Sanitiser launched in May 2020
o Nine new supplements including Vitamin C, Magnesium, Vitamin B12 & D3 between
June and September 2020.
The group was listed on the NZX on 31 March 2020 as a result of a successful vote from the
shareholders of the previously listed CSM Group Limited on 23 March 2020.
After completion of the reverse listing transaction and the capital raise from the wholesale
placement the group had cash of $4.2m at 31 March to support the planned growth strategy of the
group.
The result includes the trading for the twelve months ended 31 March 2020. The group consists of
two start -up business the Me Today brand and the Good Brand Company.
The Good Brand Company commenced trading in November 2018 and during this financial year
added two new agencies as well as the sales and distribution for the Me Today brand. The Good
Brand Company continues to invest in the distribution network and the extension of its sales team.
As a result of this investment this division was loss making for the year ended 31 March 2020.
The Me Today brand was created over the 10-month period to 31 October 2019. During this time
the founders worked with creative design agencies, associates in the health and wellness sector,
consumers and conducted research in the marketplace to develop the brand. The brand launched
through the Green Cross network of Life and Unichem pharmacies on 1 November 2019. At 26 May
Me Today branded product is listed in 200 Green Cross Pharmacies nationwide.
The Group had revenue of $639k for the year before deducting the cost of marketing services
provided by a customer resulting in reported revenue of $566k. The operating loss for the year from
the trading of both the Good Brand company and Me Today divisions was $815k.
In addition to the operating costs the group incurred reverse listing expenses of $190k and a reverse
listing share based payment expense of $3.98m which results in an overall loss for the year of
$4.98m
As a reverse listing into a non-trading shell company, the accounting rules under NZ IFRS requires
the difference between the net assets of the listed shell and the value of the acquired entity to be
taken to the P&L as a share-based payment.
New Product Development and Plans for the year ahead
The strategy for the year ahead will be continued investment
into growing the Me Today brand in New Zealand and in international markets. The group will also
continue to invest in the Good Brand company sales network. As a result, the group will be loss
making in FY21.
The financial year ending 31 March 2021 sees a strong pipeline of new product development for the
Me Today brand with the launch of the Me Today Protect+ Mist Hand Sanitiser 100ml in May 2020
and nine new products to be launched within the supplement range during the period from June to
September. The new supplements will expand the Me Today range to include key single ingredient
high dose offerings, such as: Vitamin C, Magnesium, Vitamin B12, & D3.
Given the backdrop of the Covid-19 pandemic New Zealand will remain the focus for Me Today for
the financial year ahead. The brand has great opportunity for growth in the New Zealand market.
Accessing the Chinese market remains top of mind as this can be accessed through the local NZ
community of daigou traders. The group also has contacts on the ground in China who are assisting
with listing product on the T-mall platform as well as engaging with Chinese based marketing
specialists.
There has also been inbound enquiry from other markets around the world and the group is looking
to continue discussions with the pharmacy channel in Australia. Discussions will be ongoing and
when global restrictions start to lift, and the timing is right the group will look to formalise
arrangements in overseas markets.
For further information, please contact:
Michael Kerr, Chief Executive Officer, Me Today Limited, mobile: 021 836 451
ENDS
ABOUT ME|TODAY
www.metoday.com
Me Today is built on the ethos that people need to be their best to be able to look after the people
around them. Me Today is a New Zealand Health and Wellbeing brand that clearly links
supplements and skincare under the one brand. Me Today produces quality supplements that are
made from premium quality formulas based on scientific and traditional evidence, as well as
skincare that is cruelty free vegan/vegetarian and highly natural. The Me Today range offers a
modern solution to modern problems. The Me Today mantra is around achieving your personal best.
Me Today Supplements
Eight modern products formulated for busy lifestyles, the core product pillars include Men’s and
Women’s Daily, Protect, Energise, Goodnight, Beauty, Move and Becalm, a range of supplements to
help with everything from general wellbeing to immune function, energy, mobility and relaxation. All
products are encapsulated in easy to swallow vegetable capsules and are packed in glass vessels for
efficacy and environmental reasons.
• Premium Quality Formulas
• Based on Scientific & Traditional Evidence
• Effective & Easy to Swallow Vege Caps
• Highly Absorbable Forms of Ingredients
Me Today Skincare
The Women’s Daily Skincare range is enriched with nine essential botanicals, antioxidants and
vitamins from the Me Today Women’s Daily supplement and is blended specially to enrich and hydrate
your skin. The range spans the full spectrum from Micellar Gel, Cream Cleanser, Mist Toner,
Moisturiser, and Serum to Eye Cream, Night Cream and a replenishing Face Mask.
The Protect skincare range is enriched with botanicals, antioxidants and vitamins from the Me Today
Protect supplement and is blended specially to balance and comfort your skin. Products include a Lip
Balm, Hand Wash, Hand Lotion, Hand Cream and the recently added Hand Sanitiser.
• Cruelty Free
• Vegan/Vegetarian Friendly
• No Parabens, SLS/SLES, Phthalates
• Enriched with botanicals, antioxidants & vitamins
• 95%+ Naturally derived ingredients
The Me Today range makes it easier for people to be able to put themselves first, by providing
efficacious options across multiple categories that are easy to shop and that cover many health and
beauty needs - all made with the environment in mind.
Me Today Brand Roadmap
Vision – To be the leading wellness brand in pharmacy
Mission – To help consumers live their best lives and feel good, both on the inside and outside
Ambition – To be the ‘must have’ products to enhance consumers’ general wellbeing
me I today – unlocking your best tomorrow.
ABOUT THE GOOD BRAND COMPANY LIMITED
Established in 2018 to grow agency brands. Specialists in the Health, Natural Skincare and Wellbeing
spaces. Currently selling products in Pharmacy (Green Cross Health, Chemist Warehouse, Independent
Pharmacy) and Health stores, with a dedicated national sales team. On behalf of its brand partners
currently The Good Brand Company has products in over 300 stores around New Zealand.
As part of the service provided, The Good Brand Company is also a commercial partner to brands,
offering services such as: key account management, supply and demand reviews, 4pl warehousing &
logistics options, go to market strategy input, trade marketing, brand marketing and ultimately a good
level of understanding of the New Zealand retail environment.
The Good Brand Company has positioned itself as the New Zealand sales partner for brands wanting
an effective yet efficient way to sell into New Zealand retailers.
The Good Brand Company believes in working with Good Brands, has Good people and offers Good
service. ENDS
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annual report
FOR THE YEAR ENDED
31 MARCH 2020
ME TODAY LIMITED (FORMERLY CSM GROUP LIMITED)
contents
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chairman & ceo report
directors’ profiles
financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
shareholder &
statutory information
corporate governance
& company directory
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ABOUT THE ME TODAY GROUP
The Me Today Group owns and operates the
Me Today brand and The Good Brand Company.
Me Today is a New Zealand founded and based
health and wellness brand that produces premium
quality products clearly linking supplements and
natural skincare. The Good Brand Company was
established to sell and market third party brands
within the health and wellness space. The Good
Brand Company represents the Me Today brand
and other agency branded businesses.
The Me Today brand was developed by founders
Michael Kerr, Grant Baker and Stephen Sinclair,
all have previous experience in growing brands,
such as 42 Below Vodka, Ecoya, Trilogy Skincare
and Swisse. In Me Today we believe there is
opportunity to create a fresh, new modern
brand in the wellness space sitting across both
supplements and skincare.
Me Today was created in Auckland, New Zealand
with the founders working with creative design
agencies, associates in the health and wellness
sector, consumers and through research in the
marketplace. Over a ten-month period to 31
October 2019 the founders worked closely with
their product innovation manger, a naturopath, a
regulatory consultant and contract manufacturers
when formulating both the supplement and
skincare ranges.
During this investment stage the Me Today
brand secured ranging with Green Cross health
to launch into its pharmacy network of Life and
Unichem pharmacies across New Zealand. At the
30th of April 2020 Me Today was listed in 200 of
these pharmacies.
The Me Today brand was launched on 1 November
2019 and the company has been excited with the
sales since launch and the interaction with the
brand across all channels including in store with
pharmacy owners and staff.
The Good Brand Company complements the
offering of Me Today and has a network of sales
staff servicing pharmacies and health stores
nationwide. Alongside Me Today it represents
three agency brands, Life Space, Artemis and
Sleep Drops.
Dear Shareholder,
Welcome to the first annual report
of the Me Today Group as a listed
company. Effective from the 31 March
2020 and after a successful shareholder
vote the new group completed a
reverse listing transaction into the
previously listed CSM Group Limited.
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NEW BOARD OF DIRECTORS
On completion of the reverse listing the group
announced the appointment of a new board of
six directors. The founders, Michael Kerr, Stephen
Sinclair and Grant Baker, have become directors
of the company. Roger Gower, an existing director
of the CSM Group, has remained on the board as
an independent director. Two new independent
directors Antony Vriens and Hannah Barrett have
joined the board.
The group is excited by the breadth of experience
and skill set that the new board brings to the
business. A brief biography of each of the
directors is set out on page 15.
NEW PRODUCT DEVELOPMENT
FY21 sees a strong pipeline of new product
development for the Me Today brand with the
launch of the Me Today Protect+ Mist Hand
Sanitiser 100ml in May and nine new products
to be launched within the supplement range
during the June – September period. The new
supplements will expand the Me Today range to
include key single ingredient high dose offerings,
such as: Vitamin C, Magnesium, Vitamin B12, & D3
along with Grapeseed, Ashwagandha, Cranberry
and Gingko products. Me Today will also launch
a sight related complex product to further
strengthen the current range of lifestyle/needs
based and targeted products.
The challenging environment created by
the Covid-19 pandemic has meant that the
momentum gained from initial launch could not
be maintained given the lockdown restrictions
placed within New Zealand. The pharmacy
channel remained open through lockdown
however the main priority of pharmacies was to
deliver over the counter prescriptions. Through
levels 4 and 3 there were limited customers
shopping for product.
However, the team has been very busy working
remotely in preparation for a release of the
restrictions. As mentioned above under the
FINANCIAL RESULT FOR THE YEAR ENDED 31 MARCH 2020
The financial result for the year ended 31 March
2020 shows revenue of $639k before deducting
the cost of marketing services provided to a
customer, reported revenue of $566k and an
operating loss of $815k. Trading of the group
is made up of the sale of Me Today branded
products and the agency business of The Good
Brand Company. Both business units recorded
trading losses due to the start up nature of
activity. In the case of Me Today the focus is on
growing the brand footprint, cut through and
expansion through the Green Cross network.
The Good Brand Company is investing in a sales
network to represent the Me Today brand and the
third-party agency brands.
In addition to the operating costs the group
incurred reverse listing expenses of $191k and a
reverse listing share based payment expense of
$3.98m which results in an overall loss for the year
of $4.98m.
The strategy of the group into FY21 is to
aggressively grow the Me Today brand. The
group will continue to focus on building brand
awareness and trust and communicating key
messaging. Communication will be through a
wide variety of mediums from the presence of the
brand in store to how the brand is perceived and
interreacted with online, in social media channels
and above the line.
Investment will also be made into the Good
Brand company sales network to ensure there is
a platform to continue to deliver growth of the
Me Today and third-party agency brands.
The execution of this strategy will mean that the
group will remain loss making through FY21.
The group had cash at 31 March 2020 of $4.2m to
support the planned growth strategy.
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Me Today brand we have just released a new
hand sanitiser which forms part of the Protect
Skincare range and will launch 9 new supplement
products during the July – September period
taking the Me Today portfolio of products from 20
to 30 products in the first half of FY21.
Given that health and wellness is more than
ever top of mind we believe that the group is
very well positioned to expand and grow in the
current environment. Strong and fully operating
pharmacy and health store channels are an
important pillar in delivering this success. At
the date of writing this report New Zealand was
reducing restrictions creating more freedom for
consumers to enter the retail market again.
Given the backdrop of the Covid-19 pandemic,
New Zealand will remain the focus for Me Today
for the financial year ahead. The brand has
great opportunity for growth in the New Zealand
market and the group wants to cement a position
of strength in the local market before fully
embarking on international expansion plans.
Accessing the Chinese market remains top of
mind as this can be accessed through the local NZ
community of daigou traders. The group also has
contacts on the ground in China who are assisting
with listing product on the T-mall platform as
well as engaging with Chinese based marketing
specialists.
We have also had inbound enquiry from other
markets around the world and are looking to
continue discussions with the pharmacy channel
in Australia. Discussions will be ongoing and
when global restrictions start to lift, and the
timing is right the group will look to formalise
arrangements in overseas markets.
The online channel is an important medium in
terms of online sales through www.metoday.com
as well as building the profile of the Me Today
brand through Instagram, Facebook, LinkedIn,
Google and other above the line activations. The
brand is active in pursuing sales and awareness
through these channels and will continue to invest
into and build its presence online.
The team of employees are an integral part of
the success of the group and we would like to
acknowledge their efforts in achieving so much
in a short period of time. We will continue to
add to the team throughout the year at times
appropriate for the rate of growth of both sales
and breadth of brand. Just recently we added
an in-house social/digital marketer and have
appointed a senior sales manager to work with
the existing group of territory managers within
The Good Brand Company, we welcome these two
new members to our team.
We are excited by commencing the journey as a
new company listed on the NZX and look forward
to the partnership with our shareholders in
creating a truly iconic New Zealand health and
wellbeing business.
On the following two pages we have listed the full
suite of Me Today products included within the
current Me Today Supplement product range, the
Me Today Women’s Daily Skincare range and the
Me Today Protect Skincare range.
Michael Kerr Grant Baker
CEO Chairman
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Me Today Supplement Product Range
The Me Today Supplement Range has been formulated to cater for people with busy lifestyles, with
products covering aspects of wellbeing from general health to immune function, energy, sleep, beauty,
mobility and relaxation.
The Me Today Supplement Range currently includes the following products:
Women’s Daily
60 VEGE CAPS
For general health
and wellbeing
Becalm
60 VEGE CAPS
For your body and
mind relaxation
Move
60 VEGE CAPS
Supports joint
mobility and comfort
Beauty
60 VEGE CAPS
For your hair, skin
and nails health
Men’s Daily
60 VEGE CAPS
For general health
and wellbeing
Goodnight
60 VEGE CAPS
Supports relaxation
and restful sleep
Protect
60 VEGE CAPS
For your immune
function
Energise
60 VEGE CAPS
For your energy
production
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Serum
30ML
Eye Cream
20ML
Night Cream
50ML
Face Mask
50ML
Micellar Gel
200ML
Cream Cleanser
100ML
Mist Toner
100ML
Moisturiser
50ML
Me Today Skincare Product Range
The ‘Women’s Daily Skincare’ range has been specially formulated and enriched with nine essential
botanicals, antioxidants and vitamins from the Me Today Women’s Daily supplement – providing a
cross-category link between the ranges.
The ‘Women’s Daily’ range of Me Today skincare products spans a broad spectrum of products:
WOMEN’S DAILY
‘Enrich and Hydrate’ range includes:
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The ‘Protect’ range of Me Today skincare products has been specially formulated and enriched
with botanicals, antioxidants and vitamins from our Me Today protect supplement – providing a
cross-category link between ranges.
The ‘Protect’ skincare range is a range of products for the hands and lips:
PROTECT
‘Balance and Comfort’ range includes:
The Me Today range of supplements and skincare is packaged in glass. Me Today vessels/jars have
been specifically chosen to complement the premium nature of the Me Today range.
The entire Me Today product range puts an emphasis on self-care, with the understanding that people
are only able to look after those around them when they are personally feeling their best.
Me Today products are formulated to be effective first and foremost, with high quality ingredients to
ensure results and allow people to naturally pick up their game, feel great in mind, body and spirit, while
still being there for the people around them.
Lip Balm
20ML
Hand Cream
50ML
Hand Wash
200ML
Hand Lotion
200ML
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directors’
profiles
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3
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Stephen Sinclair
Stephen is a Chartered Accountant, and
spent the early part of his career with
PriceWaterhouseCoopers. In 1999 he started
working with Grant Baker and since then has
been involved with numerous successful start-
ups, including 42 Below, Ecoya and Trilogy,
and was involved in the recapitalisation of
Dorchester Pacific which is now the Turners
Automotive Group.
Grant Baker
Grant Baker has wide experience at a senior
level in both public and private New Zealand
companies. He is currently the chairman of
Turners Automotive Group, a position he has
held for more than 10 years. He was a co-
founder of The Business Bakery and has a
number of successes under his belt, including
being chairman of both 42 Below vodka and
Trilogy International. 42 Below was sold to
Bacardi in 2006, and Trilogy was recently sold
to CITIC Group.
Grant is also a cancer survivor and has a
strong interest in the health and wellbeing
sector. Until recently he was the chairman of
The Gut Cancer Foundation, a position he held
for more than 10 years.
1
Roger Gower
Roger has wide experience as a company
executive, director and Chairman in both
public and private companies. He is currently
Chairman of PrimePort Timaru Limited and
New Zealand Food Innovation Auckland Limited
(the Food Bowl). Roger is the Chief Executive
of New Zealand’s Best Food & Beverage
Limited, a company affiliated with Douglas
Pharmaceuticals that has developed wellbeing
products targeting the mother & baby and aged
care sectors under the Douglas Nutrition brand.
Roger was Chairman at Charlie’s juice company,
which listed in 2005 and prior to that had a
corporate career in logistics and transportation.
Roger has a BCom from the University of
Auckland, an MBA from Massey University and
an MPhil from the University of Cambridge.
4
Antony Vriens
Antony is a seasoned executive with a career
in health and financial services corporations
across New Zealand, Australia and Asia. He is
currently an Independent Director of the Turners
Automotive Group, and is the Chairman of DPL
Insurance Limited (Turners’ insurance subsidiary).
Antony is a medical doctor by background and
brings a strong interest in wellness and nutrition,
which is supported by his medical training.
Antony is also currently involved in new health
technology initiatives to support lifestyle change
in the Asia region.
In addition to his medical degree, Antony holds
an MBA from the University of Auckland, with
a background in international business and
innovation.
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Michael Kerr
Michael holds a Bachelor of Commerce degree,
majoring in marketing and management, from
the University of Auckland. Michael has worked
in sales and marketing roles for several local
and multinational businesses. More recently
he was responsible for establishing the Swisse
brand in New Zealand across multiple retail
channels, and was the general manager
of the skincare brand, Trilogy. Michael’s
career spans 20 years, in which time he has
developed a wealth of knowledge both locally
and internationally of how to create and grow
brands in the Health and Wellness space.
3
Hannah Barrett
Hannah has a Bachelor of Commerce degree,
majoring in commercial law and accounting,
from Victoria University and is a qualified
Chartered Accountant. Hannah spent three
years working at PricewaterhouseCoopers in the
Financial Advisory team working on assignments
for global companies as well as New Zealand
based businesses and individuals. Hannah also
runs her own business specialising in digital
consulting and marketing. Hannah supports a
number of charities and is an ambassador for
SPCA NZ and Sweet Louise.
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financial
statements
Consolidated Statement of
Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2020
Note
2020
NZ$000
2019 period
NZ$000
Revenue before marketing services
provided by a customer
639 80
Less marketing services provided by a customer (73) -
Revenue5566 80
Cost of sales(107) -
Selling and marketing expenses(378) -
Administrative expenses(896)(125)
Operating loss6(815)(45)
Reverse acquisition - share based payment22(3,977) -
Reverse listing expenses(191) -
Finance income1 -
Loss before tax(4,982)(45)
Income tax expense8 - -
Loss for the year and other comprehensive loss(4,982)(45)
Total comprehensive loss for the year attributable to
owners of the company
(4,982)(45)
Earnings (loss) per share
- basic and diluted loss per share (cents)10(4.076)(0.054)
The accompanying notes form part of these consolidated financial statements and should be read in
conjunction with them.
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Note
Share
capital
NZ$000
Accumulated
losses
NZ$000
Total
equity
NZ$000
Balance at incorporation
(27 September 2018)
- - -
Loss attributable to owners of the
company
- (45)(45)
Other comprehensive income - - -
Total comprehensive loss for the period - (45)(45)
Shares issued during the period - - -
Balance at 31 March 2019 - (45)(45)
Loss attributable to owners of the
company
- (4,982)(4,982)
Other comprehensive income - - -
Total comprehensive loss for the year - (4,982)(4,982)
Shares issued during the year193,800 - 3,800
Shares issued as part of reverse listing19,225,550 - 5,550
Balance at 31 March 20209,350 (5,027)4,323
Consolidated Statement of
Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2020
The accompanying notes form part of these consolidated financial statements and should be read in
conjunction with them.
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Consolidated Statement
of Financial Position
AS AT 31 MARCH 2020
For and on behalf of the Board:
Note
31/03/2020
NZ$000
31/3/2019
NZ$000
ASSETS
Current assets
Cash and cash equivalents124,168 38
Trade and other receivables13247 21
Inventory14341 -
Taxation receivable 11 -
Total current assets 4,767 59
Non-current assets
Property, plant and equipment1523 10
Intangible assets1662 -
Total assets 4,852 69
LIABILITIES
Current liabilities
Trade payables and other liabilities17529 14
Shareholder advances24 - 100
Total current liabilities 529 114
Total liabilities 529 114
Net assets 4,323 (45)
EQUITY
Share capital199,350 -
Accumulated losses (5,027)(45)
Total equity 4,323 (45)
The accompanying notes form part of these consolidated financial statements and should be read in
conjunction with them.
Dated: 26 May 2020
Michael Kerr
CEO
Grant Baker
Chairman
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Consolidated Statement
of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2020
Note
2020
NZ$000
2019 period
NZ$000
Cash flows from operating activities
Receipts from customers439 59
Interest received1 -
Payments to suppliers and employees(1,504)(110)
Net cash outflows for operating activities20(1,064)(51)
Cash flows from investing activities
Cash received on reverse listing acquisition1,587 -
Payments for property, plant and equipment(22)(11)
Payments for intangibles(71) -
Net cash inflows/(outflows) from investing activities1,494 (11)
Cash flows from financing activities
Proceeds from shareholder advances
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- 100
Proceeds from issue of share capital 3,700 -
Net cash generated by financing activities 3,700 100
Net increase in cash and cash equivalents4,130 38
Cash and cash equivalents at the beginning of the period38 -
Cash and cash equivalents at the end of the period124,168 38
The accompanying notes form part of these consolidated financial statements and should be read in
conjunction with them.
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1. General information
These financial statements are for Me Today Limited (formerly CSM Group Limited) (‘MTL’ or ‘the
Company’) and its subsidiaries, The Good Brand Company Limited (TGBC) and Me Today NZ Limited
(together ‘the Group’).
The Company’s name change occurred on 31 March 2020.
1.1. BASIS OF PREPARATION
1.1.1. Reverse acquisition
On 31 March 2020 the Company entered into
a reverse acquisition in which the Company
acquired 100% of the shares of the already
operating The Good Brand Company Limited
(‘TGBC’) and its 100% owned subsidiary
Me Today NZ Limited, in exchange for issuing
1.11 billion new fully paid ordinary shares in
the Company.
The reverse acquisition does not represent
a business combination in accordance with
NZ IFRS 3 Business Combinations. The Board
of Directors have therefore accounted for
the reverse acquisition as a share-based
payment transaction, as an issue of shares,
in accordance with NZ IFRS 2 Share-
based Payment.
The appropriate accounting treatment for
recognising the new group structure is to treat
TGBC as the acquirer of MTL. The consolidated
financial statements prepared following the
reverse acquisition are issued under the name
of the legal parent (MTL) but describe the
continuation of the financial statements of the
acquirer, TGBC.
Therefore, consolidated financial statements
for the year ended 31 March 2020, reflect
the 12 months of trading of the TGBC and
its subsidiary Me Today NZ Limited, and
include the financial performance and
financial position of MTL from the date of its
acquisition on 31 March 2020. The comparative
information presented in the consolidated
financial statements represents the financial
performance and financial position of the
TGBC and its subsidiary Me Today NZ Limited,
from the date of incorporation, being 27
September 2018.
Me Today Limited (formerly CSM Group
Limited), The Good Brand Company Limited
and Me Today NZ Limited are limited liability
companies incorporated and domiciled in New
Zealand. The address of their registered office
is Level 3, Building 10, Central Park, 666 Great
South Road, Ellerslie, Auckland, 1061.
Refer to note 4.1 for critical estimates and
judgements involved in the reverse acquisition.
1.1.2. Basis of measurement
The consolidated financial statements have
been prepared on a historical cost basis except
for any financial instruments that are measured
at fair values at the end of each reporting
period, as explained in the accounting policies
below. Historical cost is generally based on
the fair value of the consideration given in
exchange for goods and services.
Fair value is the price that would be
received to sell an asset or paid to transfer
a liability in an orderly transaction between
market participants at the measurement
date, regardless of whether that price is
directly observable or estimated using
another valuation technique. Fair value for
measurement and/or disclosure purposes in
these financial statements is determined on
Notes to the Consolidated
Financial Statements
AS AT 31 MARCH 2020
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financial statements | me | today annual report
such a basis, except for share-based payment
transactions that are within the scope of
NZ IFRS 2 Share-based Payments, leasing
transactions that are within the scope of NZ
IFRS 16 Leases, and measurements that have
some similarities to fair value but are not
fair value, such as net realisable value in NZ
IAS 2 Inventories or value in use in NZ IAS 36
Impairment of Assets.
The financial statements are presented in
New Zealand dollars rounded, to the nearest
thousand dollars.
The Group produce, sell, and market health
and wellbeing products or act as an agent on
behalf of other health and wellbeing suppliers.
Previously MTL (formerly CSM Group Limited)
was a shell company.
The comparative amounts shown in these
financial statements are for the period from the
date of incorporation of TGBC on 27 September
2018 to 31 March 2019.
1.2. STATEMENT OF
COMPLIANCE AND
REPORTING FRAMEWORK
The consolidated financial statements have been
prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’).
The Group is a for-profit entity for the purposes
of complying with NZ GAAP. The financial
statements comply with New Zealand equivalents
to International Financial Reporting Standards
(‘NZ IFRS’), and International Financial Reporting
Standards (‘IFRS’).
The Company is an FMC reporting entity under
the Financial Markets Conduct Act 2013. These
financial statements have been prepared in
accordance with the requirements of the Financial
Markets Conduct Act 2013 and the NZX Main
Board Listing Rules.
The financial statements have been approved for
issue by the Board of Directors on 26 May 2020.
2. Application of new and revised
New Zealand International Financial
Reporting Standards (NZ IFRSs)
2.1. APPLICATION OF
NEW AND REVISED
INTERNATIONAL FINANCIAL
REPORTING STANDARDS
The Group has applied NZ IFRS 16 Leases
for the first time in the current financial
year. NZ IFRS 16 introduces new or amended
requirements with respect to lease accounting.
For lessees, the standard removes the
distinction between operating and finance
lease and requires the recognition of a
right-of-use asset and a lease liability at the
commencement of all leases, except for short-
term leases and leases of low value assets.
Impact of the new definition of a lease
The change in definition of a lease mainly
relates to the concept of control. NZ IFRS 16
determines whether a contract contains a lease
on the basis of whether the customer has the
right to control the use of an identified asset for
a period of time in exchange for consideration.
The Group has made use of the practical
expedient available on transition to NZ IFRS
16 not to reassess whether a contract is or
contains a lease. Accordingly, the definition of
a lease in accordance with NZ IAS 17 and IFRIC
4 will continue to be applied to those leases
entered or modified before 1 April 2019.
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Impact on Lessee Accounting
NZ IFRS 16 changes how the Group accounts for
leases previously classified as operating leases
under NZ IAS 17, which were off-balance sheet.
On application of NZ IFRS 16, for all leases
(except as noted below), the Group:
a. recognises right-of -use assets and lease
liabilities in the consolidated statement of
financial position;
b. recognises depreciation of right-of -use
assets and interest on lease liabilities
in the consolidated statement of profit
or loss; and
c. separates the total amount of cash
paid into a principal portion (presented
within financing activities) and interest
(presented within operating activities) in
the consolidated statement of cash flows.
The lease liability is initially measured at the
present value of the future lease payments,
discounted by using the rate implicit in the
lease. If this rate cannot be readily determined,
the Group uses its incremental borrowing rate.
The lease liability is measured at amortised
cost using the effective interest method. It
is remeasured when there is a change in
future lease payments arising from a change
in an index or rate or if the Group changes
its assessment of whether it will exercise a
purchase, extension of termination option,
with a corresponding adjustment made to the
carrying value of the right-of-use asset.
The right-of-use assets comprise the initial
measurement of the corresponding lease
liability, lease payments made at or before
the commencement date and any initial direct
costs. They are subsequently measured at cost
less accumulated depreciation and impairment
losses. Right-of-use assets are depreciated
over the shorter period of lease term and
the useful life of the underlying asset. The
depreciation starts at the commencement date
of the lease.
Lease incentives (e.g. rent-free periods) are
recognised as part of the measurement of
the right-of -use assets and lease liabilities
whereas under NZ IAS 17 they resulted in
the recognition of a lease incentive liability,
amortised as a reduction of rental expenses on
a straight-line basis.
Under NZ IFRS 16, right-of-use assets are tested
for impairment in accordance with NZ IAS 36
Impairment of Assets.
For short-term leases (lease term of 12 months
or less) and leases of low-value assets (such
as personal computers and office furniture),
the Group has opted to recognise a lease
expense on a straight-line basis as permitted
by NZ IFRS 16.
The accounting standard was adopted by
the Group on 1 April 2019. At 1 April 2019 the
Group only had short term leases with lease
terms of less than 12 months. As a result,
application of the new standard has not had a
material impact on either the current period or
comparative period’s financial statements.
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3. Significant accounting policies
The principle accounting policies adopted are set out below.
3.1. PRINCIPLES OF
CONSOLIDATION
The consolidated financial statements
incorporate the financial statements of
the Company and entities controlled by
the Company. Control is achieved when
the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns
from its involvement with the investee; and
• has the ability to use its power to affect
its returns.
The Company reassesses whether or not it
controls an investee if facts and circumstances
indicate that there are changes to one or more
of the three elements of control listed above.
When necessary, adjustments are made to the
financial statements of subsidiaries to bring
their accounting policies into line with the
Group’s accounting policies.
All intragroup assets and liabilities, equity,
income, expenses and cash flows relating to
transactions between members of the Group
are eliminated in full on consolidation.
3.1.1. Business combinations
Acquisitions of businesses are accounted for
using the acquisition method. The consideration
transferred in a business combination is
measured at fair value, which is calculated as
the sum of the acquisition-date fair values of
the assets transferred by the Group, liabilities
incurred by the Group to the former owners
of the acquiree and the equity interests
issued by the Group in exchange for control
of the acquiree. Acquisition related costs
are generally recognised in profit or loss
as incurred.
Refer to note 1.1. in relation to basis of
preparation due to reverse acquisition
transaction and note 4.1 for critical estimates
and judgements involved in the transaction.
3.2. REVENUE RECOGNITION
The Group recognises revenue from the
following major sources:
• sale of goods; and
• agency services
Revenue is measured based on the
consideration to which the Group expects to
be entitled in a contract with a customer and
excludes amounts collected on behalf of third
parties, such as goods and service tax and
customs duties.
3.2.1. Sale of goods
The Group sells goods such as health and
wellbeing products. The Group considers
the performance obligation is satisfied when
control of the goods has transferred, being
when the goods have been delivered to the
customer. Revenue derived from the sale of
goods is recognised at the point in time the
performance obligation is satisfied.
3.2.2. Agency services
For revenues derived from agency services,
where the Group acts as a sales agent for
other health and wellness brands, the Group
considers its performance obligations are
satisfied over time, on the basis that agency
services are provided and consumed by the
customer on a simultaneous basis, and so
will recognise the related revenue as the
performance obligation is satisfied. Revenue is
measured on an output method basis.
3.2.3. Interest income
Interest income is accrued on a time basis, by
reference to the principal outstanding and at
the effective interest rate applicable, which is
the rate that exactly discounts estimated future
cash receipts through the expected life of the
financial asset to that asset’s net carrying
amount on initial recognition.
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3.3. LEASING
The Group assess whether a contract is or
contains a lease, at inception of the contract.
The Group recognises a right-of-use asset and
a corresponding lease liability with respect to
all lease arrangements in which it is the lessee,
except for short-term leases (defined as leases
with a lease term of 12 months or less) and
lease of low value assets. For these leases, the
Group recognises the lease payments as an
operating expense on a straight-line basis over
the term of the lease unless another systematic
basis is more representative of the time pattern
in which economic benefit from the leased
assets are consumed.
The lease liability is initially measured at the
present value of the future lease payments,
discounted by using the rate implicit in the
lease. If this rate cannot be readily determined,
the Group uses its incremental borrowing rate.
The lease liability is measured at amortised
cost using the using the effective interest
method. It is remeasured when there is a
change in future lease payments arising from
a change in an index or rate or if the Group
changes its assessment of whether it will
exercise a purchase, extension of termination
option, with a corresponding adjustment made
to the carrying value of the right-of-use asset.
The right-of-use assets comprise the initial
measurement of the corresponding lease
liability, lease payments made at or before
the commencement date and any initial direct
costs. They are subsequently measured at cost
less accumulated depreciation and impairment
losses. Right-of-use assets are depreciated
over the shorter period of lease term and
the useful life of the underlying asset. The
depreciation starts at the commencement date
of the lease.
The Group applies IAS 36 to determine whether
a right-of-use asset is impaired and accounts
for any identified impairment loss as described
in the ‘property, plant and equipment’ policy.
3.4. INCOME TAX
Income tax expense comprises both current
and deferred tax.
3.4.1. Current tax
The tax currently payable is based on taxable
profit for the year. Taxable profit differs from
‘profit before tax’ as reported in the statement
of profit or loss and other comprehensive
income because of items of income or expense
that are taxable or deductible in other years
and items that are never taxable or deductible.
The Group’s current tax is calculated using tax
rates that have been enacted or substantively
enacted by the end of the reporting period.
3.4.2. Deferred tax
Deferred tax is recognised on temporary
differences between the carrying amounts of
assets and liabilities in the financial statements
and the corresponding tax bases used in
the computation of taxable profit. Deferred
tax liabilities are generally recognised for
all taxable temporary differences. Deferred
tax assets are generally recognised for all
deductible temporary differences to the extent
that it is probable that taxable profits will
be available against which those deductible
temporary differences can be utilised. Such
deferred tax assets and liabilities are not
recognised if the temporary difference arises
from the initial recognition (other than in a
business combination) of assets and liabilities
in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities and assets are measured
at the tax rates that are expected to apply in
the period in which the liability is settled or
the asset realised, based on tax rates (and tax
laws) that have been enacted or substantively
enacted by the end of the reporting period.
The measurement of deferred tax liabilities and
assets reflects the tax consequences that would
follow from the manner in which the Group
expects, at the end of the reporting period,
to recover or settle the carrying amount of its
assets and liabilities.
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3.5. GOODS AND SERVICES TAX
Revenue, expenses, assets and liabilities are
recognised net of the amount of goods and
services tax (GST) except:
• where the amount of GST incurred is not
recovered from the taxation authority, it is
recognised as part of the cost of acquisition
of an asset or as part of an item of
expense; or
• for receivables and payables, which are
recognised inclusive of GST.
The net amount of GST recoverable or payable
to the taxation authority is included as part of
receivables or payables.
3.6. INVENTORIES
Inventories are stated at the lower of cost
and net realisable value. Costs of inventories
are determined on a first-in-first-out basis.
Net realisable value represents the estimated
selling price for inventories less all estimated
costs of completion and costs necessary to
make the sale.
3.7. PROPERTY, PLANT
AND EQUIPMENT
Plant and equipment, office equipment and
computer equipment are stated at cost less
accumulated depreciation and accumulated
impairment losses.
Depreciation is recognised so as to write off the
cost of assets less their residual values, over
their useful lives using the diminishing value
method. The estimated useful lives, residual
values and depreciation method are reviewed
at the end of each reporting period, with the
effect of any changes in estimate accounted for
on a prospective basis.
The following depreciation rates are used in the
calculation:
An item of property, plant and equipment is
derecognised upon disposal or when no future
economic benefits are expected to arise from
the continued use of the asset. Any gain or loss
arising on the disposal or retirement of an item
of property, plant and equipment is determined
as the difference between the sales proceeds
and the carrying amount of the asset and is
recognised in profit or loss.
3.8. INTANGIBLE ASSETS
Acquired intangible assets with finite useful
lives are carried at cost less accumulated
amortisation and accumulated impairment
losses. Amortisation is recognised on a straight-
line basis over their estimated useful lives. The
estimated useful life and amortisation method
are reviewed at the end of each reporting
period, with the effect of any changes in
estimate being accounted for on a prospective
basis. Intangible assets with indefinite useful
lives that are acquired separately are carried
at cost less accumulated impairment losses.
The following amortisation rates are used in the
calculation:
3.9. FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are
recognised in the Statement of Financial
Position when the Group becomes a party to
the contractual provisions of the instruments.
Financial assets and financial liabilities are
initially measured at fair value. Transaction
costs that are directly attributable to the
acquisition or issue of financial assets and
financial liabilities (other than financial assets
and financial liabilities at fair value through
profit or loss) are added to or deducted from
the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the
acquisition of financial assets or financial
liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
Plant and Equipment33%
Office Equipment33%
Computer Equipment50%
Website50%
Trademarks & domainsindefinite useful life
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3.10. FINANCIAL ASSETS
Financial assets are measured at amortised
cost or fair value on the basis that the Group’s
business model for managing financial assets
and the contractual cash flow characteristics
of the financial assets. The Group classifies its
financial assets as at amortised cost only if both
of the following criteria are met:
• the asset is held within a business model
whose objective is to collect the contractual
cash flows: and
• the contractual terms give rise to cash
flows that are solely payments of principal
and interest.
Financial assets at amortised costs
The Group holds receivables with the objective
to collect the contractual cash flows, the
cash flows are solely payments of principal
and interest, and therefore measures them
subsequently at amortised cost using the
effective interest method.
The Group’s financial assets at amortised
cost include cash and cash equivalents, and
trade receivables. Cash and cash equivalents
include cash in hand and deposits held at call
with banks.
Impairment of financial assets
The Group recognises a loss allowance for
expected credit losses on receivables. The
amount of expected credit losses is updated at
each reporting date to reflect changes in credit
risk since initial recognition of the respective
financial instrument.
The Group recognises lifetime expected credit
losses for receivables. The expected credit
losses on these financial assets are estimated
using a provision matrix based on the Group’s
historical credit loss experience, adjusted for
factors that are specific to the debtors, general
economic conditions and an assessment of both
the current as well as the forecast direction of
conditions at the reporting date, including time
value of money where appropriate.
3.11. FINANCIAL LIABILITIES
Financial liabilities are classified as either
financial liabilities ‘at fair value profit through
profit or loss(“FVTPL”) or ‘other financial
liabilities’.
Other financial liabilities
Other financial liabilities (including trade and
other payables) are subsequently measured
at amortised cost using the effective interest
method. The effective interest method is a
method of calculating the amortised cost of
a financial liability and of allocating interest
expense over the relevant period. The effective
interest rate is the rate that exactly discounts
estimated future cash payments (including
all fees and points paid or received that form
an integral part of the effective interest rate,
transaction costs and other premiums or
discounts) through the expected life of the
financial liability, or (where appropriate) a
shorter period, to the net carrying amount on
initial recognition.
The Group has no financial liabilities at FVTPL.
3.12. SEGMENT REPORTING
Operating segments are reported in a manner
consistent with the internal reporting provided
to the chief operating decision maker. The chief
operating decision maker, who is responsible
for allocating resources and assessing
performance of the operating segments, has
been identified as the Board of Directors.
3.13. FOREIGN CURRENCY
TRANSLATION
Transactions and balances
Foreign currency transactions are translated
into the functional currency using the exchange
rates prevailing at the dates of the transactions.
At the end of each reporting period, monetary
items denominated in foreign currencies are
retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that
are denominated in foreign currencies are
retranslated at the rates prevailing at the date
when the fair value was determined. Non-
monetary items that are measured in terms
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of historical cost in a foreign currency are not
retranslated.
Exchange differences on monetary items are
recognised in the profit or loss in the period in
which they arise.
3.14. SHARE CAPITAL
Ordinary shares are classified as equity.
Incremental costs directly attributable to the
issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds.
4. Critical accounting estimates
and judgements
In the application of the Group’s accounting
policies, which are described in note 3, the
directors of the Group are required to make
judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that
are not readily apparent from other sources. The
estimates and associated assumptions are based
on historical experience and other factors that
are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period
in which the estimate is revised if the revision
affects only that period, or in the period of the
revision and future periods if the revision affects
both current and future periods. Below are the
critical accounting judgements.
4.1. REVERSE ACQUISITION
On 31 March 2020 Me Today Limited (formerly
CSM Group Limited) was acquired by The Good
Brand Company Limited through a reverse
acquisition. 60.84% of the shares of Me Today
Limited were acquired in exchange for 100% of the
shares in The Good Brand Company Limited.
The key judgements involved in the reverse
acquisition include the following:
The Group determined that CSM Group Limited
(now Me Today Limited) did not constitute “a
business”, as it was a listed non-operating
entity. Therefore, the reverse listing transaction
was not considered a business combination
within the scope of NZ IFRS 3. The Board of
Directors have therefore accounted for the
reverse acquisition as a share-based payment
transaction in accordance with NZ IFRS 2 Share
-based Payment.
The Board of Directors has determined the
fair value of the shares issued to the existing
shareholders of $5,550,000, determined to be
$0.005 per share (prior to the share consolidation
that occurred after the reporting date on 3 April
2020). The fairness of the transaction to the
Me Today Limited shareholders was assessed
in an independent advisor’s appraisal report
performed to assist shareholders in their decision
to support the transaction.
The fair value of Me Today Limited’s net assets,
at the date of transaction, involved limited
judgement and estimate by the Group, as
it consisted materially of cash, receivables
and payables, as disclosed in note 22 to the
consolidated financial statements.
4.2. COVID-19 PANDEMIC
In December 2019, a new virus, COVID-19 was
detected in the Wuhan province of China. The
virus was soon common in other countries and
on 11 March 2020 the World Health Organisation
declared that the outbreak should be considered
a pandemic.
The result of this pandemic has been a substantial
reduction in economic activity throughout
the world, as governments have introduced
measures (such as the closure of national borders,
the closure of non-essential businesses, the
cancellation of public events and the imposition of
restrictions on individuals) in an attempt to reduce
transmission of the virus.
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In late March 2020, the New Zealand Government
ordered a four-week lockdown, during which
non-essential businesses and organisations were
not allowed to operate and individuals (other than
essential workers or those undertaking essential
business) were required to stay at home. In
late April 2020, the New Zealand Government
gradually started easing those restrictions.
During the four-week lockdown period the Group
had limited operations, which resulted in revenue
declines. Since the end of the lockdown period,
the Group has been able to operate, but given
staged reduction in the restrictions it will take time
for retail stores who sell company product to be
fully operational and back to pre lockdown levels.
The Directors have concluded that the pandemic
has not had a material impact on the financial
statements, including trade debtors impairment
losses and inventory provisioning.
To date the Group has undertaken the following
steps to reduce the impact of COVID-19 on its
operations:
• Reduced expenditure in areas of the
business, including removal of director fees
and reduction in key management personnel
remuneration until 1 June 2020
• Taken advantage of the wage subsidies
made available by the New Zealand
Government.
Although the Group has been impacted by
COVID-19, the directors have concluded that the
Group will be able to continue operating for at
least 12 months from the date of signing these
financial statements. That conclusion has been
reached because the Group has substantial cash
reserves and it can further reduce expenditure if it
becomes necessary to do so.
4.3. ACCOUNTING
FOR REVENUES
Judgement is required in determining the timing of
recognition of revenue from the sale of goods.
4.4. DEFERRED TAX
Judgement is exercised in determining the timing
and extent of recognition of the benefit of tax
losses. The benefit of tax losses can be recognised
as an asset if its recovery is ‘probable’ (more likely
than not). In the absence of any track record of
profitability, convincing evidence is needed of how
the losses will be recovered in the future, before
any deferred tax asset is recognised. On this
basis, the Group has not recognised any benefit,
as detailed in note 6, at 31 March 2020 in respect
of the tax losses generated to 31 March 2020.
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The details above disaggregate the Group’s revenue from contracts with customers into primary
markets, and major product and service lines. All revenue is generated in New Zealand.
5. Revenue
6. Expenses
The loss for the year includes the following expenses.
2020
NZ$000
2019 period
NZ$000
Revenue from sale of goods before marketing services
provided by a customer
26380
Less marketing services provided by a customer(73) -
Revenue from sale of goods190 80
Revenue from agency services376 -
566 80
2020
NZ$000
2019 period
NZ$000
Directors’ fees (note 24) - -
Depreciation and amortisation(19)(1)
Employer Kiwisaver contributions(17)(2)
Employee benefits expense(533)(64)
Fees paid to the auditor:
For the current year audit(38) -
For tax services, accounting advisory, tax due diligence and
IT support services
(34) -
Total fees paid to the auditor(72) -
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7. Segment information
The Group has identified its operating segments based on the internal reports reviewed and used by
the Chief Operating Decision Maker (CODM), being the Board of Directors, in assessing the Group’s
performance and in determining the allocation of resources.
Unallocated operating expenses include head office costs and costs related to the NZX listing.
All operations are carried out in New Zealand.
2020 2019
Sale of
goods
Agency
services
Other /
un-
allocatedTotal
Sale of
goods
Agency
services
Other /
un-
allocatedTotal
NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000
Revenue before
marketing services
provided by a customer
263 376 - 639 80 - 80
Less marketing services
provided by a customer
(73) - - (73) - - - -
Total revenue190 376 - 566 - 80 - 80
Total inter-segment
revenue
- - - - - - - -
Total EBITDA(515)(233)(4,218)(4,966) - (44) - (44)
Finance income - 1 - 1 - - - -
Depreciation and
amortisation
(9)(8) - (17)-(1) - (1)
Net loss before taxation(524)(240)(4,218)(4,982) - (45) - (45)
Income tax expense - - - - - - - -
Net loss for the year(524)(240)(4,218)(4,982) - (45) - (45)
2020 2019
Sale of
goods
Agency
services
Other /
un-
allocatedTotal
Sale of
goods
Agency
services
Other /
un-
allocatedTotal
NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000
Segment assets538 102 4,213 4,852 - 69 - 69
Segment liabilities135 230 164 529 - 114 - 114
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The Group did not recognise deferred income tax assets in relation to the losses disclosed above. The
losses can be carried forward against future income subject to meeting the requirements of income tax
legislation including those relating to shareholder continuity.
8. Taxation
2020
NZ$000
2019 period
NZ$000
Loss before income tax(4,982)(45)
Current year tax at the tax rate of 28%(1,395)(13)
Non deductible share based payment1,114 -
Non deductible expenses91 3
Timing differences5 -
Current tax losses not recognised185 9
Income tax expense - -
Comprising:
Current income tax expense - -
Deferred tax - -
- -
31/03/2020
NZ$000
31/3/2019
NZ$000
Tax losses
Tax losses for which no deferred tax asset has been
recognised
693 33
Potential tax benefit @ 28%194 9
7.1. INFORMATION ABOUT MAJOR CUSTOMERS
For the year ended 31 March 2020 there were 2 customers who individually accounted for more than
10% of the Group’s total sales. Sales to these customers were $363,000 and $190,000. These customers
purchased goods or agency services.
In 2019, 1 customer accounted for more than 10% of total sales. Sales to this customer were $80,000. This
customer purchased agency services.
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10. Earnings per share
At 31 March 2020, there were no financial
instruments that carried any shareholder dilution
rights that were considered to be dilutive (2019:
none). The weighted average number of shares
has been calculated for the period to the date of
approval of the consolidated financial statements.
On 3 April 2020 the Company undertook a one
for five share consolidation. The earnings per
share calculation reflects the impact of this share
consolidation.
The losses and weighted average number of ordinary shares used in the calculation of loss per share are
as follows:
2020 2019 period
Basic earnings/(loss) per share (NZ cents)(4.076)(0.054)
Diluted earnings/(loss) per share (NZ cents)(4.076)(0.054)
2020 2019 period
Loss from continuing operations (NZ$000)(4,982)(45)
Weighted average number of ordinary shares
used in the calculation of basic and diluted
earnings per share ('000)
122,243 82,910
11. Net tangible asset backing
31/03/2020
NZ$000
31/3/2019
NZ$000
Net tangible assets (NZ$000)4,261 (45)
Issued shares at balance date (‘000)
(before share consolidation at 3 April 2020)
1,824,550 414,550
Net tangible assets per share (NZ cents)0.23 (0.01)
9. Imputation credits
31/03/2020
NZ$000
31/3/2019
NZ$000
Imputation credits available for use in subsequent periods - -
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NZ$000Current
Less than 30
days past due
30 to 60 days
past due
More than 60
days past dueTotal
2020
Trade
receivables
148---
148
Loss allowance----
-
2019
Trade
receivables
21---
21
Loss allowance----
-
The Group’s receivables aging is as follows.
13. Trade and other receivables
31/03/2020
NZ$000
31/3/2019
NZ$000
Trade receivables148 21
GST receivable53 -
Prepayments46 -
Total trade and other receivables247 21
There has been no expected credit loss impairment to profit or loss in the year (2019: none)
Allowance for expected credit losses - -
The carrying amount for cash and cash equivalents equals the fair value.
12. Cash and cash equivalents
31/03/2020
NZ$000
31/3/2019
NZ$000
Cash at bank and on hand4,168 38
4,168 38
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14. Inventories
31/03/2020
NZ$000
31/3/2019
NZ$000
Raw materials2 -
Finished goods275 -
Packaging materials64 -
341 -
The standard credit period on sales of goods is 30
or 60 days on the provision of the sale of goods or
rendering of agency services.
In determining the recoverability of a trade
receivable, the Group considers any change in
the credit quality of the trade receivable from
the date credit was initially granted up to the end
of the reporting period. The Group has 2 main
customers who are both assessed as creditworthy.
The Group maintains close working relationships
with these customers. The Group does not hold
any collateral over these balances.
The Group determines the expected credit
losses on receivables by using a provision
matrix, estimated based on historical credit loss
experience based on the past due status of the
debtors, adjusted as appropriate to reflect current
conditions and estimates of future economic
conditions.
There has been no inventory written off to profit and loss in the year (2019: none). Inventory expensed in
the year was $107,000 (2019 period: nil).
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15. Property, plant and equipment
Plant and
equipment
NZ$000
Office
equipment
NZ$000
Computer
equipment
NZ$000
Total
NZ$000
Cost:
Balance at incorporation- - - -
Additions- - 11 11
Balance at 31 March 2019- - 11 11
Additions10 1 16 27
Balance at 31 March 202010 1 27 38
Accumulated depreciation and
impairment:
Balance at incorporation- - - -
Depreciation expense-- (1)(1)
Balance at 31 March 2019- - (1) (1)
Depreciation expense (2)- (12) (14)
Balance at 31 March 2020(2)- (13)(15)
Plant and
equipment
NZ$000
Office
equipment
NZ$000
Computer
equipment
NZ$000
Total
NZ$000
Carrying Amounts:
2019
Cost - - 11 11
Accumulated depreciation- - (1) (1)
Carrying amounts- - 10 10
2020
Cost 10 1 27 38
Accumulated depreciation (2)- (13) (15)
Carrying amounts8 1 14 23
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16. Intangible assets
Website
NZ$000
Trademarks &
domains
NZ$000
Total
NZ$000
Cost:
Balance at incorporation- - -
Additions- - -
Balance at 31 March 2019- - -
Additions26 40 66
Balance at 31 March 202026 40 66
Accumulated amortisation:
Balance at incorporation- - -
Depreciation expense- - -
Balance at 31 March 2019- - -
Depreciation expense (4)- (4)
Balance at 31 March 2020 (4)- (4)
Website
NZ$000
Trademarks &
domains
NZ$000
Total
NZ$000
Carrying Amounts:
2019
Cost - - -
Accumulated amortisation- - -
Carrying amounts- - -
2020
Cost 26 40 66
Accumulated amortisation (4)- (4)
Carrying amounts22 40 62
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18. Leases
31/03/2020
NZ$000
31/3/2019
NZ$000
Short term lease expense32 4
Short term lease payments28 4
19. Share capital
2020
NZ$000
2019
NZ$000
Share capital (consolidated group)
Ordinary shares at 1 April
- -
Ordinary shares issued on acquisition of
subsidiaries
5,550 -
Ordinary shares issued during the year3,800 -
Ordinary shares as at 31 March9,350 -
Number of ordinary shares (Me Today Limited)
Ordinary Shares as at 1 April 2019
414,550 414,550
Shares issued on reverse acquisition (refer note 22)1,110,000 -
Ordinary shares issued during the year300,000 -
Ordinary shares as at 31 March 20201,824,550 414,550
17. Trade payables and other liabilities
31/03/2020
NZ$000
31/3/2019
NZ$000
Trade payables206 3
Accruals323 11
529 14
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The number of ordinary shares reflects the capital
of the legal parent, Me Today Limited.
In addition to the 1,100,000,000 shares issued
as consideration for the reverse acquisition,
300,000,000 ordinary shares were issued at
$0.005 per share to a number of wholesale
investors to raise $1,500,000.
The share capital of The Good Brand Company
Limited prior to the reverse acquisition was
$2,300,000. This is contributed capital.
All ordinary shares on issue are fully paid
and rank equally with one vote attached to
each share.
On 3 April 2020, the Company undertook a one for
five share consolidation.
20. Reconciliation of loss after taxation
with cash flow from operating activities
There are no significant non-cash transactions from investing and financing activities, except for
the $100,000 shareholder advances which have been converted to share capital of The Good Brand
Company Limited prior to the reverse acquisition.
2020
NZ$000
2019 period
NZ$000
Net loss after taxation(4,982)(45)
Adjustments for:
Depreciation and amortisation 17 1
Reverse acquisition - share based payment3,977 -
Other non-cash adjustments - -
Movements in working capital
(Increase) / decrease in trade and other receivables(227)(21)
(Increase) / decrease in inventory(341) -
Increase / (decrease) in trade payables and other liabilities516 14
Decrease / (increase) in taxation receivable(10) -
Movement in assets and liabilities due to acquisition(14) -
Net cash outflows from operating activities(1,064)(51)
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22. Reverse acquisition –
share based payment
Refer to note 1.1 and note 4.1 for details of the reverse acquisition.
The financial impact of the reverse acquisition, and the resulting share based payment, is summarised
as follows:
The fair value of the consideration of $5,550,000 consisted of 1,110,000,000 ordinary shares issued at
$0.05 per share. The difference between the consideration and net assets acquired is accounted for as a
share-based payment of $3,977,000.
NZ$000
Net assets / liabilities acquired:
Cash1,587
Receivables35
Taxation receivable10
Payables (59)
Net assets acquired1,573
The share based payment expense on acquisition was:
Consideration5,550
less: fair value of net assets acquired1,573
Share based payment expense on acquisition of Me Today Limited3,977
All subsidiaries are domiciled in New Zealand and have a balance date of 31 March.
21. Subsidiaries
Name of subsidiaryPrincipal activityEquity holding
2020 2019
The Good Brand Company
Limited
Sale of health & wellbeing
products
100%-%
Me Today NZ Limited
Production & sale of health &
wellbeing products
100%-%
Today LimitedNon-trading entity100%-%
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23.1. MARKET RISK
Market risk is the risk that changes in market
prices, such as foreign exchange rates and
interest rates will affect the Group’s income or
the value of its holdings of financial instruments.
The objective of market risk management is to
manage and control the market risk exposures
within acceptable parameters, while optimising
the return on risk. There is minimal market risk.
23.2. CASH FLOW AND FAIR
VALUE INTEREST RATE RISK
The Group’s interest rate risk arises from interest
on cash and cash equivalents. Cash balances
denominated in New Zealand dollars at variable
rates expose the Group to cash flow interest
rate risk.
During the current and comparative year, the
Group’s interest rate risk was minimal.
23. Financial instruments
The Group’s activities expose it to a variety of
financial risks: market risk (including currency risk
and interest rate risk), credit and liquidity risk.
The Group’s overall risk management programme
focuses on the unpredictability of financial
markets and seeks to minimise potential adverse
effects on its financial performance.
Risk management is carried out under policies
approved by the Board of Directors. The Board
provides written principles for overall risk
management as well as policies covering specific
areas such as interest rate risk, credit risk, use
of derivative financial instruments and non-
derivative financial instruments.
The Group has entered into a number of non-
derivative financial instruments all of which are
classified as financial assets and liabilities at
amortised cost. The carrying values of these items
approximate their fair value and represent the
maximum exposures for each type of financial
instrument. They are listed as follows:
The Group does not have any derivative financial instruments (2019: nil).
Note
31/03/2020
NZ$000
31/3/2019
NZ$000
Financial assets at amortised cost
Cash and cash equivalents124,168 38
Trade receivables13148 21
Total financial assets4,316 59
Financial liabilities at amortised cost
Trade payables and other liabilities17529 14
Shareholder advances24 - 100
Total financial liabilities529 114
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23.3. CREDIT RISK
Credit risk is the risk of financial loss to the Group
if a customer or counterparty to a financial
instrument fails to meet its contractual obligations
and arises from cash and cash equivalents,
deposits with banks and the Group’s receivables
from customers. The Group’s maximum credit
risk is represented by the carrying value of these
financial assets. The credit risk associated with
cash transactions and deposits is managed
through the Group’s policies that limit the use
of counterparties to high credit quality financial
institutions.
23.4. LIQUIDITY RISK
Liquidity risk is the risk that the Group will not
be able to meet its financial obligations as and
when the fall due. The Group’s liquidity risk
management includes maintaining sufficient
cash reserves to meet future commitments. Refer
to note 4.1 in relation to impact of COVID-19 on
going concern.
23.5. FAIR VALUE
The fair value of trade receivables, trade payables
and cash and cash equivalents are determined to
be equivalent to their carrying value due to the
short-term nature of these balances.
23.6. CAPITAL RISK
MANAGEMENT
The Group’s objectives when managing capital
are to safeguard their ability to continue as
a going concern, so that they can continue to
provide returns to shareholders and benefits for
other stakeholders and to maintain an optimal
capital structure that reduces the cost of capital.
The Company entered into a reverse acquisition
on 31 March 2020, as explained in notes 1.1,4.1 and
22, which resulted in the issue of share capital
and cash raised, and provides benefits to the
shareholders by way of the ongoing trading of
The Good Brand Company Limited and Me Today
NZ Limited.
The Company has no debt.
24. Related parties
24.1. DIRECTORS
The names of persons who are directors of the
Company are; Grant Baker (Chairman), Hannah
Barrett, Roger Gower, Michael Kerr, Stephen
Sinclair and Antony Vriens.
Key Management Personnel
Compensation
Key management personnel compensation is
set out below. The key management personnel
are all the directors of the Company.
Michael Kerr received total remuneration of
$154,500 in the current year in his role as CEO
(2019: $55,769).
A company owned by Stephen Sinclair received
$60,000 in consulting fees (2019: $10,000).
Related entities
MTL Securities Limited is an entity owned and
controlled by M & N Kerr Holdings, of which
Michael Kerr is a director and Velocity Capital,
of which Grant Baker and Stephen Sinclair are
directors. MTL Securities Limited owns 60.84%
of Me Today Limited.
Shareholder advances
At 31 March 2019 M & N Kerr Holdings and
Velocity Capital had advanced $10,000 and
$90,000 respectively to the Group. These
advances were converted to ordinary share
capital in the year ended 31 March 2020.
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25. Contingent liabilities
There are no contingent liabilities as at 31 March 2020 (2019: nil).
26. Commitments
The Company had no commitments for future capital expenditure as at 31 March 2020 (2019: nil).
27. Events subsequent to balance date
On 3 April 2020 the Company undertook at one for five share consolidation.
There have been no other significant events after balance date.
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financial statements | me | today annual report
Independent Auditor’s Report
TO THE SHAREHOLDERS OF ME TODAY LIMITED
(FORMERLY CSM GROUP LIMITED)
OPINION
We have audited the consolidated financial
statements of Me Today Limited (formerly,
CSM Group Limited, “the Company”) and its
subsidiaries (together, “the Group”), which
comprise the consolidated statement of
financial position as at 31 March 2020, and the
consolidated statement of profit or loss and other
comprehensive income, consolidated statement of
changes in equity and consolidated statement of
cash flows for the year then ended, and notes to
the consolidated financial statements, including a
summary of significant accounting policies.
In our opinion, the accompanying consolidated
financial statements present fairly, in all material
respects, the consolidated financial position of the
Group as at date, and its consolidated financial
performance and its consolidated cash flows
for the year then ended in accordance with New
Zealand equivalents to International Financial
Reporting Standards (“NZ IFRS”).
BASIS FOR OPINION
We conducted our audit in accordance with
International Standards on Auditing (New Zealand)
(“ISAs (NZ)”). Our responsibilities under those
standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We
are independent of the Group in accordance with
Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners issued
by the New Zealand Auditing and Assurance
Standards Board, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to
provide a basis for our opinion.
In addition to audit services, our firm provided other
services in the areas of tax services, accounting
advisory, tax due diligence and IT support services.
We have no other relationship with, or interests in,
the Company or its subsidiaries.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the consolidated financial
statements of the current period. These matters
were addressed in the context of our audit of the
consolidated financial statements as a whole, and
in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
REVERSE ACQUISITION
TRANSACTION
KEY AUDIT MATTER
On 11 December 2019, Me Today Limited (formerly
CSM Group Limited) announced to NZX that it
had reached agreement to acquire 100% of The
Good Brand Company Limited via a proposed
‘reverse listing’, the ‘transaction’. The Good Brand
Company owns 100% of Me Today NZ Limited.
In a ‘reverse listing’, a listed company (the CSM
Group) legally acquires a private company
(The Good Brand Company, and by extension
Me Today NZ), and pays for the acquisition by
issuing shares in itself to the vendors of the
private company.
The transaction was completed on 31 March 2020.
We considered the transaction to be an audit risk
due to the uncommon and material nature of the
accounting for reverse listing transactions.
Refer to note 1.1 reverse acquisition basis of
preparation, note 4.1 critical accounting estimates
and judgements, and note 22 reverse acquisition
of the financial statements
How the Matter was Addressed
in our Audit
We obtained management’s accounting
assessment for the transaction at 31 March 2020.
To obtain an understanding of the transaction,
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me | today annual report | financial statements
we read the sale and purchase agreements
between the entities involved. We compared the
assessment to the requirements of the accounting
standards NZ IFRS 3 Business Combinations and
NZ IFRS 2 Share-based Payment. We challenged
the conclusions reached by management,
and assessed the Group’s conclusions against
the requirements of the relevant accounting
standards, including interpretation guidance and
authoritative support.
We reviewed the basis for the valuation of
the acquisition consideration, including the
independent advisor’s appraisal report.
We reviewed management’s assessment of the
fair value of the assets and liabilities of Me Today
Limited at the date of the transaction. We
performed reasonable assurance procedures on
the fair value of Me Today Limited’s assets and
liabilities at 31 March 2020.
Comparative information disclosed in the
financial statements is that of the continuing
business of the accounting acquirer, The Good
Brand Company Limited, which was previously
unaudited. We performed audit procedures to
ensure the comparative financial information is
fairly presented.
We assessed the presentation and disclosure of
the transaction against the requirements of the
relevant accounting standards.
OTHER INFORMATION
The directors are responsible for the other
information. The other information comprises
the Annual Report, but does not include the
consolidated financial statements and our
auditor’s report thereon.
Our opinion on the consolidated financial
statements does not cover the other information
and we do not express any form of audit opinion
or assurance conclusion thereon.
In connection with our audit of the consolidated
financial statements, our responsibility is to read
the other information and, in doing so, consider
whether the other information is materially
inconsistent with the consolidated financial
statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated.
If, based on the work we have performed, we
conclude that there is a material misstatement of
this other information, we are required to report
that fact. We have nothing to report in this regard.
DIRECTORS’ RESPONSIBILITIES
FOR THE CONSOLIDATED
FINANCIAL STATEMENTS
The directors are responsible on behalf of the
Group for the preparation and fair presentation
of the consolidated financial statements in
accordance with NZ IFRS, and for such internal
control as the directors determine is necessary
to enable the preparation of consolidated
financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial
statements, the directors are responsible on
behalf of the Group for assessing the Group’s
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern
and using the going concern basis of accounting
unless the directors either intend to liquidate the
Group or to cease operations, or have no realistic
alternative but to do so.
AUDITOR’S RESPONSIBILITIES
FOR THE AUDIT OF THE
CONSOLIDATED FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable
assurance about whether the consolidated
financial statements as a whole are free from
material misstatement, whether due to fraud
or error, and to issue an auditor’s report that
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financial statements | me | today annual report
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs
(NZ) will always detect a material misstatement
when it exists. Misstatements can arise from
fraud or error and are considered material
if, individually or in the aggregate, they could
reasonably be expected to influence the decisions
of users taken on the basis of these consolidated
financial statements.
A further description of our responsibility for the
audit of the financial statements is located on the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/
auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
WHO WE REPORT TO
This report is made solely to the Company’s
shareholders, as a body. Our audit work has been
undertaken so that we might state those matters
which we are required to state to them in an
auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the
Company and the Company’s shareholders, as a
body, for our audit work, for this report or for the
opinions we have formed.
The engagement partner on the audit resulting in
this independent auditor’s report is Chris Neves.
BDO Auckland
New Zealand
26 May 2020
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financial statements | me | today annual report
shareholder
& statutory
information
Shareholder Information
FOR THE 9 MONTHS ENDED 31 MARCH 2020
To ensure the Group meets its requirements under the NZX Listing Rules and Companies Act 1993, the
information presented here in the shareholder information report is for the 9-month period from 1 July
2019. This was CSM Group Limited’s previous reporting date prior to the reverse acquisition, which
occurred on 31 March 2020 as outlined in note 22.
STOCK EXCHANGE LISTING
The Company’s shares are listed on the NZX Market (“NZX”).
20 LARGEST SHAREHOLDINGS AS AT 24 APRIL 2020
NameNo. of shares% of shares
MTL Securities Limited222,000,000 60.84%
Hunter Holdings Limited44,000,000 12.06%
Marvel Fantasy Limited20,000,000 5.48%
Forsyth Barr Custodians Limited18,000,506 4.93%
Ilakolako Investment Limited12,985,000 3.56%
APZ Limited12,504,958 3.43%
Wallflower Limited8,933, 400 2.45%
Minera Varry Minerals Limited3,882,000 1.06%
Custodial Services Limited3, 400,010 0.93%
Ashvegas Limited2,400,000 0.66%
Brett Allan Wilkinson & Julie Helen Wilkinson2,342,273 0.64%
Simon Peter Barnes & David Nicolas Barnes
& Richard Wallace Herbert
2,000,000 0.55%
Laddara Pty Limited2,000,000 0.55%
Karen Anne Mackenzie Paget1,963,056 0.54%
Shane David Edmond1,660,171 0.45%
Tuberose Limited1,438,000 0.39%
Russell Graham Roberts1,100,000 0.30%
Dunkeld Pastoral Co Pty Ltd835,841 0.23%
John Edward Connell741 , 5 8 6 0.20%
Adrian William Vance600,000 0.16%
Michael Lenihan460,000 0.13%
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DISTRIBUTIONS OF ORDINARY SHARES AS AT 24 APRIL 2020
The total number of shares on issue as at 31 March 2020 was 1,824,550,000. The 1 for 5 share
consolidation took place on 3 April 2020.
SUBSTANTIAL SECURITY HOLDERS
Pursuant to Section 35F of the Securities Markets Act 1988, details of substantial security holders and
their total relevant interests as at 31 March 2020.
Number of Security HoldersNumber of Securities
Size of HoldingNumber%Number%
1-1,0001,441 94.49%45,313 0.01%
1,001-5,00026 1.70%81,531 0.02%
5,001-10,00013 0.85%103,952 0.03%
10,001-50,00020 1.31%550,428 0.15%
50,001-100,0001 0.07%69,587 0.02%
100,001 or more24 1.58%364,059,186 99.77%
1,525 100.00%364,909,997 100.00%
No. of sharesRelevant interest% of shares
MTL Securities Limited1,110,000,000 Beneficial 60.84%
Michael Sorensen and Adam Sorensen220,000,000 Beneficial 12.06%
Marvel Fantasy Limited100,000,000 Beneficial 5.48%
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shareholder & statutory information | me | today annual report
Statutory Information
FOR THE 9 MONTHS TO 31 MARCH 2020
DIRECTORS’ SHAREHOLDING
G Baker, M Kerr and S Sinclair have a joint relevant interest in 222,000,000 shares in the Company.
Appointed Resigned
Me Today Limited
(formerly CSM Group Ltd)
G Baker31 March 2020
H Barrett31 March 2020
R Gower
S Joyce31 March 2020
M Kerr31 March 2020
P Li31 March 2020
T Preston11 Dec 202031 March 2020
Z Shi31 March 2020
S Sinclair31 March 2020
A Vriens31 March 2020
The Good Brand Company Limited
G Baker
M Kerr
S Sinclair
Me Today NZ Limited
M Kerr
S Sinclair
Today Limited
M Kerr
S Sinclair
To ensure the Group meets its requirements under the NZX Listing Rules and Companies Act 1993, the
information presented here in the shareholder information report is for the 9-month period from 1 July
2019. This was CSM Group Limited’s previous reporting date prior to reverse acquisition, which occurred
on 31 March 2020 as outlined in note 22.
DIRECTORS
The directors of Me Today Limited and its subsidiaries during the 9 months, including appointments and
resignations during the period, are listed below:
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me | today annual report | shareholder & statutory information
NZ’000Consulting FeesDirectors FeesSalary/WagesTotal
Directors of Me Today Limited
Roger Gower - 79 - 79
S Joyce 49 63 - 112
P Li - 62 - 62
T Preston - - - -
Z Shi - 62 - 62
Directors of Subsidiaries
G Baker - - - -
M Kerr - - 116 116
S Sinclair 45 - - 45
DIRECTORS’ REMUNERATION
Details of the nature and the amount of remuneration of each director for the nine months ended 31
March 2020 are:
As at 31 March 2020 $6,402 is outstanding to P Li for director’s fees.
INDEPENDENT DIRECTORS
The Board consider H Barrett, R Gower and A Vriens to be independent.
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shareholder & statutory information | me | today annual report
In addition, Directors disclosed the following
interests during the period:
MTL Securities Ltd is owned by Velocity Capital
and M and N Kerr Holdings Limited. Grant
Baker and Stephen Sinclair are directors and
shareholders of Velocity Capital. Michael Kerr
is a director and shareholder of M and N Kerr
Holdings Limited.
On 30 March 2020 Me Today Limited (formerly
CSM Group Limited) was acquired by The Good
Brand Company Limited through a reverse
acquisition. 60.84% (222,000,000 shares post 5:1
consolidation) of the shares of Me Today Limited
were acquired by MTL Securities Ltd in exchange
for 100% of the shares in The Good Brand
Company Limited.
Grant Baker, Michael Kerr and Stephen Sinclair
have disclosed a relevant interest in 222,000,000
shares (post 5:1 consolidation) held by MTL
Securities Limited, acquired for $5.5 million.
Before the consolidation and reverse listing of
Me Today, Ilakolako Investments Limited held 65
million shares in CSM Group Limited, of which
45 million were held on Trust for R L Preston
and 20 million were held directly by Ilakolako
Investments. R L Preston is a 50% shareholder
in Ilakolako Investments and is the wife of Mr
Tim Preston.
DIRECTORS’ INTERESTS
The directors provided the following disclosure of interests in which, due to the nature of their
relationship, may be related parties to Me Today Limited.
Particulars of interestPosition
Grant Baker
MTL Securities LimitedDirector
Baker Consultants LimitedDirector / Shareholder
Velocity Capital GP LimitedDirector / Shareholder
Roger Gower
Roger Gower & Associates LimitedDirector / Shareholder
Michael Kerr
The Good Brand Company LimitedEmployee
MTL Securities LimitedDirector
Stephen Sinclair
MTL Securities LimitedDirector
Velocity Capital GP LimitedDirector / Shareholder
Stephen Sinclair Consulting LimitedDirector / Shareholder
Antony Vriens
Insight Consulting Services LimitedDirector / Shareholder
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INDEMNIFICATION AND INSURANCE OF DIRECTORS AND
OFFICE RS
As permitted by the New Zealand Companies Act 1993, the Group has provided insurance for, and
indemnity to, directors and employees of the Company and its subsidiaries for losses from actions
undertaken in the course of their duties, unless the liability related to conduct involving lack of
good faith.
REMUNERATION OF EMPLOYEES
Other than Directors of the Group noted above, there was no remuneration and benefits above $100,000
paid to any employee for the nine months ended 31 March 2020.
AUDITOR
BDO Auckland is the auditor for the Group. Audit fees due and payable to the auditor (excluding
GST) are $38,000. BDO also provided $34,254 of tax, IT support and accounting advisory services to
the Group.
DONATIONS
No donations were paid during the nine months ended 31 March 2020.
NOTES SPECIFIC TO THE SUBSIDIARIES
No employees of the subsidiaries, who were not directors, received remuneration and benefits exceeding
NZD$100,000 per annum during the 9 months ending 31 March 2020.
No donations were made by the subsidiaries for the nine months ended 31 March 2020.
NZX WAIVERS
On 26 July 2019 the Group was granted a waiver from NZ Listing rule 2.13.3(f) to the extent this rule would
otherwise require the Group to ensure the key audit partner is changed every five years.
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shareholder & statutory information | me | today annual report
corporate
governance
& company
directory
Corporate Governance Statement
FOR THE YEAR ENDED 31 MARCH 2020
The Board is responsible for the overall corporate governance of the Company, and it recognises the
need for the highest standards of behaviour and accountability. The Board intends to develop strategies
for the Company, review strategic objectives and monitor the Company’s performance against those
objectives. The overall goals of the corporate governance process are to:
• drive shareholder value;
• assure a prudential and ethical base to the Company’s conduct and activities; and
• ensure compliance with the Company’s legal and regulatory obligations.
The Governance Principles adopted by the Board are designed to achieve these goals.
The full content of the Company’s Governance Code and related polices and charters, can be found at
the following link (https://www.metodayinvestors.com/corporate-governance/).
Given the reverse listing transaction that completed on 31 March, the board will review and ensure all
corporate governance policies are fit for purpose moving forward.
CODE OF ETHICS
The board has documented a code of ethics, which can be found at https://www.metodayinvestors.com/
corporate-governance/, detailing the ethical standards to which Me Today Ltd’s directors and
employees (if any) are expected to adhere.
ROLE OF THE BOARD
The Board assumes the following primary responsibilities:
• formulation and approval of the strategic direction, objectives and goals of the Company;
• monitoring the financial performance of the Company, including approval of the Company’s
financial statements;
• ensuring that adequate internal control systems and procedures exist and that compliance with
these systems and procedures is maintained;
• review of performance and remuneration of Directors and Executive Officers; and
• establishment and maintenance of appropriate ethical standards for the Company to operate by.
A formal Governance Code, which can be found at https://www.metodayinvestors.com/corporate-
governance/, has been adopted by the Board and outlines Directors’ responsibilities. The Board
internally evaluates its performance and continues to assess the size, diversity and skills of the Board.
The Board will review its Corporate Governance practice against current best practice and continue to
develop company policies and procedures, as deemed necessary.
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BOARD COMPOSITION
In accordance with the Company’s constitution the Board will comprise not less than three directors. The
Board will be comprised of a mix of persons with complementary skills appropriate to the Company’s
objectives and strategies.
The Board currently comprises six Directors, three of whom are Independent. The Board considers that,
although it does not have a majority of independent board members per the NZX Corporate Governance
Code Recommendation, it has the right balance for the current size and structure of the Company.
Independence of directors is assessed against the factors included in the Company’s Governance Code.
Although the Chair of the board is not Independent, the board considers that for the size and structure of
the Company, an Independent Chair is not required at this time.
BOARD MEETINGS
The Board of the previous CSM Group normally met six times each year for scheduled meetings. The new
Me Today Group board will meet 11 times each year. Additional meetings are held where specific matters
require attention between scheduled meetings. Board meetings are used to monitor, challenge, develop
and fully understand business and operational issues.
CRITERIA FOR BOARD MEMBERSHIP
When a vacancy arises, the Board will identify candidates with a mix of diversity, capabilities and
perspectives considered necessary for the Board to carry out its responsibilities effectively. A Director
appointed by the Board must stand for election at the next Annual Meeting. No director shall hold office
(without re-election) past the third annual meeting following that directors’ appointment or 3 years,
whichever is longer. Retiring Directors are eligible for re-election.
BOARD COMMITTEES
The Board has established an Audit, Finance and Risk Committee and a Remuneration, Nomination and
Health & Safety Committee.
The Audit, Finance and Risk Committee operates under a Charter approved by the Board and is
accountable to the Board for: the business relationship with, and the independence of, external auditors;
the reliability and appropriateness of the disclosure of the financial statements and external financial
communication; and the maintenance of an effective business risk management framework including
compliance and internal controls. The Audit, Finance and Risk Committee is chaired by Mr Roger Gower
with Stephen Sinclair and Hannah Barrett as members. Mr Gower and Ms Barrett are Independent
Directors.
The Remuneration, Nominations and Health & Safety Committee operates under a Charter approved
by the Board. The role of the Remuneration, Nominations and Health & Safety Committee is to consider
the appointment of any future Directors and their suitability to hold that position, the employment
of senior executive employees of the Company, and reviewing Health & Safety policies to ensure the
Company is providing a safe working environment for all employees and contractors. The Remuneration,
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Nominations and Health & Safety Committee is also responsible for considering the remuneration to be
paid to executive employees and Directors.
During the period under review, given the current size of the board and composition of the sub
committees, the board incorporated all matters of the Remuneration, Nominations and Health & Safety
Committee as a separate part of board meetings.
The Audit Committee met separately on 18 May 2020.
TRADING IN SHARES
The Company has a detailed Financial Markets Trading Policy applying to all Directors and employees
which can be found at https://www.metodayinvestors.com/corporate-governance/. The procedures
outlined in this policy must be followed by all Directors and employees to obtain consent to trade in the
Group’s shares, at all times. Under the policy, trading restrictions (blackout periods) apply:
• two weeks before 30 September until 48 hours after the half-year results are released to NZX;
• two weeks before 31 March until 48 hours after the full-year results are released to NZX; and
• 30 days prior to release of an offer document (such as a product disclosure statement or prospectus)
for a general public offer of the same class of shares.
Outside the black-out periods specified above, dealing is subject to the notification and consent
requirements outlined in the policy.
MAKE TIMELY AND BALANCED DISCLOSURE
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such
that all investors have equal and timely access to material information concerning the Company,
including its financial situation, performance, ownership and governance.
Company announcements are factual and presented in a clear and balanced way.
Significant market announcements, including the preliminary announcement of the half year and full
year results, and the financial statements for those periods, require review by the Board prior to release.
The Group’s Market Disclosure Policy to ensure it complies with its continuous disclosure obligations at
all times can be found at https://www.metodayinvestors.com/corporate-governance/.
HEALTH AND SAFETY
The Group’s Board is responsible for oversight of the Company’s health and safety risks. Creating a safe
working environment for any employees or contractors is a key focus for the Company.
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CORPORATE GOVERNANCE BEST PRACTICE CODE
The Group was previously listed on the NZAX Market and migrated to the NZX Main Board on 1 July 2019.
Since the date of its migration to the main board, the Group has followed the recommendations in the
NZX Corporate Governance Code in all material aspects, other than recommendation 2.8 (majority of
the board should be independent) and recommendation 2.9 (the Chair should be independent).
DIVERSITY POLICY
The Group recognises the wide-ranging benefits that diversity brings to an organisation. The Company
endeavours to incorporate diversity to ensure a balance of skills and perspectives are available to
benefit our shareholders, which is reflected in the Company’s Diversity Policy, which can be found at
https://www.metodayinvestors.com/corporate-governance/.
As at 31 March 2020, the gender balance of the Company’s directors was as follows:
Directors20202019
Female11
Male53
Total64
The Group has one executive employee, being Michael Kerr for both the year to 31 March 2020 and 2019.
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Company Directory
REGISTERED OFFICE
Level 3,
Building 10
Central Park
666 Great South Road
Ellerslie
Auckland 1061
New Zealand
POSTAL ADDRESS
PO Box 24421
Royal Oak
Auckland 1345
SHARE REGISTRY
Link Market Services
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
New Zealand
BANKERS
BNZ
Deloitte Building
80 Queens Street
Auckland 1010
New Zealand
AUDITOR
BDO Auckland
4 Graham Street
Auckland
New Zealand
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M E TO D AY. C O M
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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