Professional Documents
Culture Documents
FINANCIAL STATEMENTS
Year ended 31 December 2020
Company Registration No. 201203950N
Page
Directors’ statement 1
Balance sheets 8
(a) the consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company are drawn up so as to give a true and fair view of the
financial position of the Group and of the Company as at 31 December 2020 and the financial
performance, changes in equity and cash flows of the Group and changes in equity of the
Company for the year ended on that date; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
Directors
The directors of the Company in office at the date of this statement are:
Neither at the end of nor at any time during that financial year, was the Company a party to any
arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to
acquire benefits by means of the acquisition of shares or debentures of the Company or any other
body corporate.
The following directors who held office at the end of the financial year had, according to the register of
directors’ shareholdings required to be kept under section 164 of the Singapore Companies Act,
Chapter 50, an interest in shares and share options of the Company and related corporations as
stated below:
Direct interest
At the
beginning of
financial year At the
or date of end of
Name of director appointment financial year
The Company
Ordinary shares
Cameron John Priest 5,909,550 –
Except as disclosed in this statement, no director who held office at the end of the financial year had
interests in shares, share options, warrants or debentures of the Company, or of related corporations,
either at the beginning of the financial year, or date of appointment if later, or at the end of the
financial year.
There were no share options granted during the financial year to subscribe for unissued shares of the
Company.
There were no shares issued during the financial year by virtue of the exercise of options to take up
unissued shares of the Company.
There were no unissued shares of the Company under option at the end of the financial year.
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.
Singapore
27 August 2021
Opinion
We have audited the financial statements of Tradegecko Pte. Ltd. (the "Company") and its
subsidiaries (the "Group"), which comprise the balance sheets of the Group and Company as at
31 December 2020, statements of changes in equity of the Group and Company, consolidated
statement of comprehensive income and consolidated statement of cash flows of the Group for the
financial year then ended, and notes to the financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying consolidated financial statements of the Group, the balance sheet
and the statement of changes in equity of the Company are properly drawn up in accordance with the
provisions of the Companies Act, Chapter 50 (the Act) and Financial Reporting Standards in
Singapore (FRSs) so as to give a true and fair view of the consolidated financial position of the Group
and the financial position of the Company as at 31 December 2020 and of the consolidated financial
performance, consolidated changes in equity and consolidated cash flows of the Group and changes
in equity of the Company for the financial year ended on that date.
We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Group in
accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional
Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the
ethical requirements that are relevant to our audit of the financial statements in Singapore, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Other information
Management is responsible for other information. The other information comprises information
included in the Directors' statement set out on page 1 to 3, but does not include the financial
statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
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.
Other matters
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of
internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that
they are recorded as necessary to permit the preparation of true and fair financial statements and to
maintain accountability of assets.
In preparing the financial statements, management is responsible 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 management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SSAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
In our opinion, the accounting and other records required by the Act to be kept by the Company and
by the subsidiary corporation incorporated in Singapore of which we are the auditors have been
properly kept in accordance with the provisions of the Act.
Group
1 January to 1 April to 31
31 December December
Note 2020 2019
US$'000 US$'000
Restated
Group Company
Note 2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Non-current assets
Plant and equipment 9 – 95 – 64
Intangible assets 10 – 931 – 891
Investments in subsidiaries 11 – – 18 508
Amounts owing by subsidiaries 14 – – 4,666 4,454
Current assets
Trade and other receivables 12 1,010 859 986 775
Cash and bank balances 13 6,262 817 5,861 588
Amounts owing by ultimate holding
Company 14 707 – 559 –
Current liabilities
Other payables 15 1,273 2,113 1,263 1,954
Contract liabilities 4 3,120 2,491 3,120 2,033
Borrowings 20 – 11,695 – 11,695
Income tax payables 12 – – –
Amounts owing to ultimate holding
Company 16 234 – 234 –
Amounts owing to subsidiaries 16 – – 81 71
Equity
Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Group
At 1 April 2019 10,451 – 2,558 (19,903) 77 (6,817)
Total comprehensive
income
Total comprehensive
income for the
financial period – – – (9,876) (268) (10,144)
Contributions by and
distributions
to owners
Share-based payment
transactions
(Note 19) – – 3,364 – – 3,364
At 31 December 2019
and 1 January 2020 10,451 – 5,922 (29,779) (191) (13,597)
Total comprehensive
income
Total comprehensive
income for the
financial year – – – 70,581 191 70,772
Contributions by and
distributions to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129
Share-based payment
transactions
(Note 19) – – (5,922) – – (5,922)
Dividend paid
(Note 18) – – – (65,000) – (65,000)
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Statements of changes in equity
For the financial year ended 31 December 2020
Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Company
Total comprehensive
income for the
financial period – – – (7,919) (154) (8,073)
Contributions by and
distributions
to owners
Share-based payment
transactions (Note 19) – – 3,009 – – 3,009
At 31 December 2019
and 1 January 2020 10,451 – 5,586 (24,356) (154) (8,473)
Total comprehensive
income
Total comprehensive
income for the
financial year – – – 69,210 154 69,364
Contributions by and
distributions
to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129
Group
1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000
Cash and cash equivalents at end of the year/period (Note 13) 6,262 567
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Tradegecko Pte. Ltd. (the "Company") is a private limited company incorporated and
domiciled in Singapore. On 2 September 2020, the Company was wholly acquired by Intuit
Inc., (Co. Reg. No. T05UF1740J) which is incorporated in Delware, United States of America.
Intuit Inc. is the Company’s ultimate holding company.
The registered office and principal place of business of the Company is located at 121 Telok
Ayer Street #02-00, Singapore 068590.
The principal activities of the Company are development and sale of inventory and other
management software and programming activities.
The principal activities of the subsidiaries are disclosed in Note 11 to the financial
statements.
The consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company have been prepared in accordance with Singapore
Financial reporting Standards ("FRS").
The financial statements have been prepared on a historical cost basis except as disclosed
in the accounting policies below and are presented in United States Dollars ("USD" or "US$")
and all values in the tables are rounded to the nearest thousand ("US$'000"), except when
otherwise indicated.
With effect from 1 January 2020, as a result of a change in underlying transactions, events
and conditions relevant to the Company, the functional currency of the Group was changed
from Singapore Dollars (SGD) to United States Dollars (USD).
The effect of change in functional currency has been applied prospectively from 1 January
2020. In line with the change in functional currency, the presentation currency of the financial
statements was changed from SGD to USD. The change in presentation currency has been
applied retrospectively with comparatives restated using the following rates:
Assets and liabilities of all corresponding figures presented (including opening balance
from the beginning of earliest period presented) were translated at the closing rates of
respective year end;
Profit or loss items of all corresponding figures presented were translated at the average
for the financial year approximating the exchange rates at the date of transactions;
Equity items of all corresponding figures presented were translated at the respective
historical rates of exchange and,
The accounting policies adopted are consistent with those of the previous financial year
except in the current financial year, the Group has adopted all the new and revised standards
which are effective for annual financial periods beginning on or after 1 January 2020. The
adoption of these standards did not have any material effect on the financial performance or
position of the Group.
The Group has not adopted the following standards and interpretations that have been issued
but not yet effective:
The directors expect that the adoption of the standards above will have no material impact on
the financial statements in the period of initial application.
The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries at the end of the reporting period. The financial statements of the
subsidiaries used in the preparation of the consolidated financial statements are prepared
for the same reporting date as the Company. Consistent accounting policies are applied
to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
Subsidiaries is consolidated from the date of acquisition, being the date on which the
Group obtains control, and continues to be consolidated until the date that such control
ceases.
Business combinations are accounted for by applying the acquisition method. Identifiable
assets acquired and liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date. Acquisition-related costs are recognized as
expenses in the periods in which the costs are incurred and the services are received.
2..4 Subsidiaries
A subsidiary is an investee that is controlled by the Group. The Group controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.
The financial statements are presented in United States Dollars ("USD"), which is also the
Company’s functional currency. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured using
that functional currency.
Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was measured.
For consolidation purposes, the assets and liabilities of foreign operations are translated
into USD at the rate of exchange ruling at the end of the reporting period and their profit
or loss are translated using the average exchange rates for the financial year. The
exchange differences arising on the translation are recognised in other comprehensive
income. On disposal of a foreign operation, the component of other comprehensive
income relating to that particular foreign operation is recognised in profit or loss.
All items of plant and equipment are initially recorded at cost. Subsequent to recognition,
plant and equipment are measured at cost less accumulated depreciation and any
accumulated impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful life of the asset
as follows:
Computers 3 years
Furniture and fittings 3 years
Leasehold improvements Shorter of 3 years or lease term
The carrying values of plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The residual values, useful life and depreciation method are reviewed at each financial
year-end and adjusted prospectively if appropriate.
An item of plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of
the asset is included in profit or loss in the year the asset is derecognised.
The Group assesses at each reporting date whether there is an indication that an asset may
be impaired. If any indication exists, or when an annual impairment testing for an asset is
required, the Group makes an estimate of the asset's recoverable amount.
An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value
less costs of disposal and its value in use and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets. Where the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
A previously recognised impairment loss is reversed only if there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its
recoverable amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised previously. Such
reversal is recognised in profit or loss. Impairment losses relating to goodwill cannot be
reversed in future periods.
Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification
of its financial assets at initial recognition.
At initial recognition, the Group measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at fair value through profit or loss are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group
expects to be entitled in exchange for transferring promised goods or services to a
customer, excluding amounts collected on behalf of third party, if the trade receivables do
not contain a significant financing component at initial recognition.
Subsequent measurement
Amortised cost
Financial assets that are held for the collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. Financial assets are measured at amortised cost using the effective interest
method, less impairment. Gains and losses are recognised in profit or loss when the
assets are derecognised or impaired, and through amortisation process.
De-recognition
A financial asset is derecognised where the contractual right to receive cash flows from
the asset has expired. On derecognition of a financial asset in its entirety, the difference
between the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income for debt
instruments is recognised in profit or loss.
Financial liabilities are recognised when, and only when, the Group becomes a party to
the contractual provisions of the financial instrument. The Group determines the
classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial
liabilities not at fair value through profit or loss, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or
loss are subsequently measured at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the liabilities are derecognised,
and through the amortisation process.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. On derecognition, the difference between the carrying amounts and
the consideration paid is recognised in profit or loss.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instrumnts
not held at fair value through profit or loss and financial guarantee contracts. ECLs are based
on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale
of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a 12-month ECL).
For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is recognised for credit losses expected over the
remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in
calculating ECLs. Therefore, the group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted
for forward-looking factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 90 days past
due. However, in certain cases, the Group may also consider a financial asset to be in default
when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Cash and cash equivalents comprise cash on hand and at banks that are readily convertible
to known amount of cash and which are subject to insignificant risk of changes in value.
(a).12 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and the amount of the obligation can be
estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of economic resources will be
required to settle the obligation, the provision is reversed. If the effect of the time value of
money is material, provisions are discounted using a current pre tax rate that reflects, where
appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.
Borrowings are presented as current liabilities unless the Group has an unconditional right to
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale. All
other borrowing costs are expensed in the period they occur. Borrowing costs consist of
interest and other costs that an entity incurs in connection with the borrowing of funds. .
The Singapore company in the Group makes contributions to the Central Provident Fund
scheme in Singapore, a defined contribution pension scheme. Contributions to defined
contribution pension schemes are recognised as an expense in the period in which the
related service is performed.
The value of the employee services received in exchange for the grant of options is
recognised as an expense with a corresponding increase in the share option reserve over
the vesting period. The total amount to be recognised over the vesting period is
determined by reference to the fair value of the options granted on grant date. Non-market
vesting conditions are included in the estimation of the number of shares under options
that are expected to become exercisable on the vesting date. At each balance sheet
date, the Group revises its estimates of the number of shares under options that are
expected to become exercisable on the vesting date and recognises the impact of the
revision of the estimates in profit or loss, with a corresponding adjustment to the share
option reserve over the remaining vesting period.
Where the terms of the share option plan are modified, the expense that is not yet
recognised for the award is recognised over the remaining vesting period as if the terms
had not been modified. Additional expense is recognised for any increase in the total fair
value of the share options due to the modification, as measured at the date of
modification.
Upon acquisition by Intuit Inc. Group’s Share based compensation plan expired and
employees are eligible for Intuit Inc. stock compensation plan as offered
Employees of the Company receive remuneration in the form of share options and
restricted stock units (RSUs) in Intuit Inc. as consideration for services rendered. The
cost of these equity-settled transactions with employees is measured by reference to the
fair value of the options and units at the date on which the options and units are granted.
This cost is recognised in the income statement, with a corresponding increase in equity,
over the vesting period for options and over the service period for RSUs. The cumulative
expense recognised at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Company’s best estimate of the number of
options and units that will ultimately vest. The charge or credit to the profit and loss
account for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period and is recognised in employee benefit expense.
No expense is recognised for options and units that do not ultimately vest, except for
options and units where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether or not the market condition is satisfied, provided that all
other performance and/or service conditions are satisfied.
When the options are exercised, the proceeds received (net of transaction costs) and the
related balance previously recognised in the share option reserve are credited to share
capital account.
Employee entitlements to annual leave are recognised when they are accrued to the
employees. A provision is made for the estimated liability for annual leave as a result of
services rendered by employees up to the end of each reporting period.
(a).16 Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled
in exchange for transferring promised goods or services to a customer, excluding amounts
collected on behalf of third parties.
Subscription fees are accounted for on a straight-line basis over the subscription term.
Amounts billed but yet to be recognised as revenue are included at the end of the
reporting period in “contract liabilities”.
Commission income is accounted for on a net basis and recognised at the point in time
when performance obligation is fulfilled. Costs related to merchant services are
recognised in the same period as commission income.
Transfer pricing fee revenue relates to 6% cost plus charges to Intuit Inc. for R&D service.
Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.
Government grants receivable are recognised as income over the periods necessary to match
them with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income.
Current income tax assets and liabilities for the current and prior periods are measured at
the amount expected to be recovered from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enacted or
substantively enacted at the end of the reporting period, in the countries where the Group
operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax
relates to items recognised outside profit or loss, either in other comprehensive income
or directly in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.
Deferred tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and
Deferred tax assets are recognised for all deductible temporary differences, carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised except:
where the deferred income tax liability arises from the initial recognition of goodwill
or of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and
The carrying amount of deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred
tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply in the year when the asset is realised or the liability is settled, based on tax rates
(and tax laws) that have been enacted or substantively enacted at the end of each
reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit
or loss. Deferred tax items are recognised in correlation to the underlying transaction
either in other comprehensive income or directly in equity.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
Where the sales tax incurred in a purchase of assets or services is not recoverable
from the taxation authority, in which case the sales tax is recognised as part of the
cost of acquisition of the asset or as part of the expense item as applicable; and
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is
included as part of receivables or payables in the balance sheets.
(a).20 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That
is, if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.
The Group applies the short-term lease recognition exemption to its short-term leases of
assets (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases of assets that are considered to be low
value. Lease payments on short-term leases and leases of low value assets are recognised
as expense on a straight-line basis over the lease term.
Ordinary shares
Proceeds from issuance of ordinary shares are recognised as share capital in equity
incremental costs directly attributable to the issuance of ordinary shares are deducted
against share capital.
Preference shares
Management is of the opinion that there are no significant judgments made in applying
accounting estimates and policies, and no estimation uncertainty that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year.
The Group’s revenue streams disaggregated by their categories that depict the nature,
amount, timing and uncertainty of revenue and cash flows by their economic factors.
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated
11,602 6,852
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
The contract liabilities primarily relate to the advance consideration received from
customers in respect of their subscription to the Group’s inventory management
systems, for which revenue is recognised over time. The contract liabilities balance at
year/period end will be recognised as revenue over the next 12 months.
Significant changes in contract liabilities balances during the year/period are as follows:
Group Company
1 January to 1 April to 31 1 January to 1 April to 31
31 December December 31 December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Revenue recognised that was
included in the contract
liability balance at the
beginning of the year/period (2,491) (2,006) (2,033) (1,576)
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
In September 2020, the Company has entered into an Intellectual Property Assignment
Agreement with Intuit Inc. Through this agreement, Intuit Inc. acquired the Intellectual
property rights relating to the company’s business for a cash consideration of
US$70,804,000.
In 2020, the Group received wages support under the Jobs Support Scheme (“JSS”) from
Singapore Government as part of the Government’s measures to support businesses during
the period of economic uncertainty impacted by COVID-19. Government grants of
US$256,000 received are recognised as income over the periods necessary to match them
with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income. Grant
received post acquisition by Intuit Inc. US$56,000 has been refunded back to Singapore
Government and the Company has declined all future Government grants
6. Employee compensation
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
6,846 8,860
The following items have been included in arriving at profit/(loss) before tax:
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated
The major components of income tax expense for the financial year and period ended
31 December 2020 and 2019 are:
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
A reconciliation between tax expense and the product of accounting loss multiplied by the
applicable corporate tax rate for the year and period ended 31 December 2020 and 2019 are
as follows:
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
12 –
At the end of the reporting period, the Group has tax losses of approximately US$20,567,000
(2019: US$24,679,000) that are available for offset against future taxable profits of the
companies in which the losses arose, for which no deferred tax asset is recognised due to
uncertainty of its recoverability. The use of these tax losses is subject to the agreement of
the tax authorities and compliance with certain provisions of the tax legislation of the
respective countries in which the companies operate.
The tax losses and capital allowances have no expiry date except for the following:
Leasehold
Furniture improvement
Group Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000
Cost
At 31 December 2020 – – – –
Accumulated depreciation
At 31 December 2020 – – – –
At 31 December 2020 – – – –
At 31 December 2019 76 19 – 95
Leasehold
Furniture improvement
Company Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000
Cost
At 31 December 2020 – – – –
Accumulated depreciation
At 31 December 2020 – – – –
At 31 December 2020 – – – –
At 31 December 2019 45 19 – 64
Software development
costs
2020 2019
US$'000 US$'000
Group
Cost:
At 1 January 2020 /1 April 2019 1,079 496
Additions 374 583
Write off (1,453) –
At 31 December – 1,079
Accumulated amortisation:
At 1 January 2020 /1 April 2019 148 43
Amortisation 119 105
Write off (267) –
At 31 December – 148
Company
At 1 January 2020 /1 April 2019 1,036 496
Additions 310 540
Write off (1,346) –
At 31 December – 1,036
Accumulated amortisation:
At 1 January 2020 /1 April 2019 145 43
Amortisation 114 102
Write off (259) –
At 31 December – 145
Company
2020 2019
US$'000 US$'000
Shares, at cost 1 1
Deemed investment 17 507
18 508
Proportion
(%) of
Principal place ownership
Name of company of business Principal activities interest
2020 2019
Held by the Company
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Trade receivables
Third parties 633 121 633 121
Less: Allowance for expected
credit losses (499) – (499) –
Trade receivables are unsecured, non-interest bearing and are generally on 30 days term.
They are recognised at their original invoice amounts which represent their fair values on
initial recognition.
The movement in allowance for expected credit losses of trade and other receivables
computed based on lifetime ECL was as follows:
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
In 2019, cash at bank is pledged in relation to the security granted for borrowings (Note 20),
in which the banks have a first charge in the event the Company does not meet the debt
servicing requirement. Included in cash at bank is restricted cash of Nil (2019: US$250,000)
as the Group is required to maintain a minimum cash balance with a bank at all times.
Group Company
2020 2019 2020 2019
Group Company
2020 2019 2020 2019
Amounts owing by subsidiaries are unsecured, interest free and receivable on demand. As at
31 December 2020, the amounts classified as non-current assets as repayment is not
expected within the next 12 months.
Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Group Company
2020 2019 2020 2019
Group Company
2020 2019 2020 2019
Amounts owing by subsidiaries are unsecured, interest free and receivable on demand.
Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.
The holders of ordinary shares are entitled to receive dividends as declared from time to time,
and are entitled to one vote per share at meetings of the Company. All issued ordinary
shares are fully paid, with no par value
Preference shares
The holders of preference shares are entitled to attend and vote together with the holders of
the ordinary shares of the Company on an as-converted basis; receive dividends as and when
declared by the Company pari passu with holders of the ordinary shares; and receive in
preference to holders of ordinary shares an amount (the "Liquidation Amount") equal to 125%
of their investment amount held out of the net proceeds from liquidation, dissolution or
winding up of the Company after payments to all creditors of the Company, whether secured
or unsecured. After payment of the Liquidation Amount to holders of the preference shares,
the remaining assets shall be distributed ratably to the holders of ordinary shares and
preference shares on a fully converted basis ("Participation Distribution").
The holders have a 125% liquidation preference on their invested capital and the aggregate of
the Liquidation Amount and Participation Distribution payable to each holder of the preference
shares shall be capped at an amount equal to 250% of such holder's investment amount. The
preference shares are convertible to ordinary shares, at the election of the preference
shareholders. Prior to the ordinary shares stock split in July 2019, this conversion was on a 1
for 1 basis. As a result of the stock split the conversion ratio was amended to 10 ordinary
shares for each preference share.
On 2 September 2020, the Company was wholly acquired by Intuit Inc. As part of the
acquisition terms,
(ii) 1,524,036 unconverted preference shares in issue at the date of closing were
acquired by Intuit Inc. at a price based on the liquidation preference cap respective to
the individual shares.
18. Dividends
1 January to
31 1 April to 31
December December
2020 2019
US$'000 US$'000
During the financial year, the Company has declared and paid US$65,000,000 interim
dividend to the ultimate holding company.
Share options were granted to key management personnel and employees of the Group
under the TradeGecko Employee Share Option Plan 2018 (“2018 Scheme”). The 2018
Scheme is a replacement award, which effectively cancels the Employee Share Option
Scheme 2014 (the “2014 Scheme”).
The exercise price of the options is determined by the Board at its sole and absolute
discretion. Each option shall commence vesting as to ¼ after a period of one year from the
offeree’s date of employment or such other date determined by the Board and stated in the
letter of offer, and the remainder shall vest as to 1/16 at the end of each subsequent quarter
over the following three-year period. Once the share options are vested, they are exercisable
at the earlier of: (i) Initial Public Offering; (ii) Three months following the date a Trade Sale
becomes effective; or (iii) Three months immediately before the tenth anniversary of the grant
date. The Group has no legal or constructive obligation to repurchase or settle the options in
cash. As a result of the 10 for 1 ordinary share split in July 2019, a similar 10 for 1 split was
effected for all existing unexercised options and the exercise price for each option was
reduced by a factor of 10. On 19 November 2019, options to subscribe for 4,679,780 ordinary
shares in the Company at exercise prices ranging from $0.001 to $0.84 per ordinary share
were granted pursuant to the 2018 Scheme.
Upon acquisition of the Company by Intuit Inc., on 2 September 2020, the condition (ii) above
was met and as part of the acquisition terms, Intuit Inc., has settled all outstanding share
options as at that date.
Movements in the number of unissued ordinary shares under option and their exercise prices
are as follows:
At
be ginning Grante d Forfe ite d Paid
of during during during At e nd of
financial Effe ct of financial financial financial financial
ye ar/ s tock ye ar/ ye ar/ ye ar/ ye ar/ Exe rcis Exe rcis e
Group pe riod s plit pe riod pe riod pe riod pe riod e price pe riod
31
De ce m be r
2020
2018 Scheme $0.001 to 1.3.2022 to
option 8,336,480 – 10,000 (309,169) (8,037,311) – $0.84 29.2.2032
31
De ce m be r
2019
2018 Scheme $0.001 to 1.3.2022 to
option 337,457 3,397,113 4,679,780 (117,870) – 8,336,480 $0.84 29.2.2032
19 November 2019
The volatility measured as the standard deviation of expected share price returns was
estimated based on an analysis of peer companies.
On 2 September 2020, the Company has entered into an agreement to be wholly acquired by
Intuit Inc. Under the acquisition terms, all issued and vested in-the money share options were
net settled, as part of the overall acquisition of the Company. All other options were lapsed at
the time of the acquisition.
Bank borrowings
Bank borrowings were secured by a fixed and floating charge on all assets, including cash
accounts, tangible and intangible assets.
The bank borrowings had fixed interest rate of 8% (2019: 8%) and as at the balance sheet
date, the fair value of the borrowings is US$Nil (2019: US$250,000). The fair values are within
Level 2 of the fair value hierarchy.
Convertible notes
On 22 June 2018, the Group and Company entered into a convertible loan agreement with
noteholders with total proceeds of $6,769,000. The principal sum of the convertible loan bears
interest at the rate of 10% per annum.
Between June 2019 and October 2019, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$2,331,000 that was originally
repayable on 31 March 2020. The principal sum of the convertible loan bears interest at the
rate of 10% per annum. The noteholders agreed to an extension of the repayment maturity
date to 31 July 2020.
Between February 2020 and March 2020, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$970,000. The principal sum of the
convertible loan bears interest at the rate of 10% per annum.
On 2 September 2020, the Company was acquired by Intuit Inc. Under the terms of the
agreement, the convertible notes converted to 11,449,375 ordinary shares of the Company
and the noteholders participated in the sales proceeds upon completion of the acquisition.
The convertible loan is a financial liability and has conversion features that are embedded
derivatives. On initial recognition, the Group designated the convertible loan in its entirety as
financial liabilities at fair value through profit or loss with an initial carrying value of total
consideration. Subsequent to initial recognition, the Group with the assistance of an external
appraiser, measures financial instruments – convertible notes at fair value at each reporting
date. When the fair values of financial assets and financial liabilities recorded in the
consolidated statements of financial position cannot be measured based on quoted prices in
active markets, their fair value is measured using valuation techniques including Probability
Weighted Expected Return Method (“PWERM”). Under a PWERM, the value of various
securities is estimated based upon an analysis of future values for the enterprise assuming
various future outcomes. Share value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future out comes
available to the enterprise, as well as the rights of each share class. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, a
degree of judgment is required in establishing fair values. Judgments include considerations
of inputs such as probabilities ascribed to the analysis of future values for the enterprise
assuming various future outcomes – IPO and Maturity (Redemption of Convertible Notes)
Changes in assumptions about these factors could affect the reported fair value of financial
instruments and is discussed further below.
Level 3
US$'000
The following table shows the information about fair value measurements using significant
unobservable inputs (Level 3).
31 December 2019
Convertible notes Probability IPO date Time to IPO is The estimated fair value
w eighted expected w ould decrease by 5%
return IPO share price 2019: 0.58 year if: discount rate w as higher
method Discount rate
IPO share price of by 2019: 40% year
2019: US$1.90
The estimated fair value
Discount rate 2019: 1.63% w ould decrease by 5%
if: IPO share price w as
higher by
2019: US$0.35 year
Non-cash changes
Interest
expense/
1 January fair value Conversion 31 December
2020 Cash flow adjustment to Equity 2020
US$’000 US$’000 US$’000 US$’000 US$'000
Non-cash changes
Interest
expense/ Foreign
1 April fair value exchange 31 December
2019 Cash flow adjustment movement 2019
US$’000 US$’000 US$’000 US$’000 US$'000
(a) Services
Group Company
1 January to 1 January to
31 1 April to 31 31 1 April to 31
December December December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000
Key management personnel are the directors and those persons having authority and
responsibility for planning, directing and controlling the activities of the Group, directly or
indirectly.
The Group and the Company are exposed to financial risks arising from its operations and the
use of financial instruments. The key financial risks include credit risk, liquidity risk and
foreign currency risk. Senior management reviews and agrees policies and procedures for the
management of these risks. It is and has been throughout the current financial year and
previous financial period, the Group’s policy that no trading in derivatives for speculative
purposes shall be undertaken.
The following sections provide details regarding the Group’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. The Group’s exposure to credit risk arises
primarily from trade debtors. For other financial assets, the Group minimises credit risk
by dealing exclusively with high credit rating counterparties.
In the aspect of credit risk arising from the inability of customers of the Group to make
payments when their debts fall due, it is the Group’s policy to provide credit terms to
creditworthy and reputable customers. In addition, receivable balances are monitored on
an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
Information on trade and other receivables are disclosed in Note12.
Trade and other receivables are regularly monitored by the Group and reviewed for
impairment. Most of the receivables are within the credit terms set by the Group.
Although the receivables are generally unsecured, the credit risk is considered to be low
as subscription fees are collected upfront and recognised as contract liabilities. The
credit risk on deposits with banks is limited because the Group mainly places the
deposits in banks with high credit ratings.
The Group’s maximum exposure to credit risk, in the event that the counter-parties to the
transactions with the Group fail to perform their obligations as at the end of the reporting
period in relation to each class of recognised financial assets, is the carrying amount of
those assets as indicated in the balance sheet, and is generally limited to the amounts,
if any, by which the counter-parties’ obligations exceed the obligations of the Group.
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to
liquidity risk arises primarily from mismatches of the maturities of financial assets and
liabilities.
The Group’s and the Company’s liquidity risk management policy is to maintain sufficient
liquid financial assets with a bank. The Group does not have any bank loans and bank
borrowings as at the end of the reporting period.
The table below summarises the maturity profile of the Group’s and the Company's
financial liabilities at the end of the reporting period based on contractual undiscounted
repayments.
Financial liabilities:
Other payables 1,273 2,113
Borrowings – 11,695
Amount owing to ultimate holding company 234 –
Financial liabilities:
Other payables 1,263 – 1,263
Amounts owing to subsidiaries 81 – 81
Amounts owing to ultimate holding company 234 – 234
2019
Company
Financial assets:
Trade and other receivables 435 – 435
Cash and cash equivalents 587 – 587
Amount owing by subsidiaries – 4,454 4,454
Financial liabilities:
Other payables 1,954 – 1,954
Borrowings 11,695 – 11,695
Amounts owing to subsidiaries 71 – 71
Foreign currency risk is the risk that the fair value of a financial instrument will fluctuate
due to changes in foreign exchange rates.
The Group and the Company are exposed to foreign currency risks on trade and other
receivables, cash at bank and other payables in currencies other than USD. At the
balance sheet date, such foreign balances are mainly in Singapore Dollars (“SGD”).
Exposure to foreign currency risk is monitored on an ongoing basis by the Group and the
Company to ensure that the net exposure is at an acceptable level.
2020 2019
SGD SGD
US$'000 US$'000
Group
Financial assets
Cash and cash equivalents 79 444
Trade and other receivables – 648
79 1,092
Financial liabilities
Other payables (972) (598)
Borrowings – (11,695)
(972) (12,293)
2020 2019
SGD SGD
US$'000 US$'000
Company
Financial assets
Cash and cash equivalents 70 437
Trade and other receivables – 576
70 1,013
Financial liabilities
Other payables (965) (588)
Borrowings – (11,695)
(965) (12,283)
If the SGD change against the USD by 5% (2019: 5%) and 5% (2019: 5%) respectively
with all other variables including tax rate being held constant, the effects arising from the
net financial liabilities that are exposed to the currency risk will be as follows:
2020 2019
US$'000 US$'000
Group
SGD against USD
- strengthened (45) (560)
- weakened 45 560
Company
SGD against USD
- strengthened (45) (564)
- weakened 45 564
The primary objective of the Group's capital management is to ensure that it maintains a
strong credit standing and healthy capital ratio in order to support its business and maximise
shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. In
order to fund its growth and working capital requirements, the Group issued ordinary shares
and preference shares. These preference shares include clauses that provide the holders with
significant benefits including liquidation preference and conversion options. To maintain or
adjust the capital structure, the Group may issue new shares for new capital injection.
No changes were made in the objectives, policies or processes during the year and period
ended 31 December 2020 and 31 December 2019.
The audited comparative figures presented in the financial statements are not entirely
comparable as they cover a period from 1 April 2019 to 31 December 2019.
During 2020, the Group modified the presentation of revenue and cost of sales of merchant
sales to reflect more appropriately in the nature and terms of transaction. Comparative
amounts in the consolidated statement of comprehensive income were restated for
consistency. As a result, US$697,504 was reclassified from “Cost of sales” to “Revenue”.
Since the amounts are reclassifications within the consolidated statement of comprehensive
income, this reclassification did not have any effect on the balance sheets and consolidated
statement of cash flows.
The financial statements for the financial year ended 31 December 2020 were authorised for
issue in accordance with a resolution of the directors on 27 August 2021.
Page
Directors’ statement 1
Balance sheets 8
(a) the consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company are drawn up so as to give a true and fair view of the
financial position of the Group and of the Company as at 31 December 2020 and the financial
performance, changes in equity and cash flows of the Group and changes in equity of the
Company for the year ended on that date; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they fall due.
Directors
The directors of the Company in office at the date of this statement are:
Neither at the end of nor at any time during that financial year, was the Company a party to any
arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to
acquire benefits by means of the acquisition of shares or debentures of the Company or any other
body corporate.
The following directors who held office at the end of the financial year had, according to the register of
directors’ shareholdings required to be kept under section 164 of the Singapore Companies Act,
Chapter 50, an interest in shares and share options of the Company and related corporations as
stated below:
Direct interest
At the
beginning of
financial year At the
or date of end of
Name of director appointment financial year
The Company
Ordinary shares
Cameron John Priest 5,909,550 –
Except as disclosed in this statement, no director who held office at the end of the financial year had
interests in shares, share options, warrants or debentures of the Company, or of related corporations,
either at the beginning of the financial year, or date of appointment if later, or at the end of the
financial year.
There were no share options granted during the financial year to subscribe for unissued shares of the
Company.
There were no shares issued during the financial year by virtue of the exercise of options to take up
unissued shares of the Company.
There were no unissued shares of the Company under option at the end of the financial year.
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.
Singapore
27 August 2021
Opinion
We have audited the financial statements of Tradegecko Pte. Ltd. (the "Company") and its
subsidiaries (the "Group"), which comprise the balance sheets of the Group and Company as at
31 December 2020, statements of changes in equity of the Group and Company, consolidated
statement of comprehensive income and consolidated statement of cash flows of the Group for the
financial year then ended, and notes to the financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying consolidated financial statements of the Group, the balance sheet
and the statement of changes in equity of the Company are properly drawn up in accordance with the
provisions of the Companies Act, Chapter 50 (the Act) and Financial Reporting Standards in
Singapore (FRSs) so as to give a true and fair view of the consolidated financial position of the Group
and the financial position of the Company as at 31 December 2020 and of the consolidated financial
performance, consolidated changes in equity and consolidated cash flows of the Group and changes
in equity of the Company for the financial year ended on that date.
We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Group in
accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional
Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the
ethical requirements that are relevant to our audit of the financial statements in Singapore, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Other information
Management is responsible for other information. The other information comprises information
included in the Directors' statement set out on page 1 to 3, but does not include the financial
statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
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.
Other matters
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of
internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that
they are recorded as necessary to permit the preparation of true and fair financial statements and to
maintain accountability of assets.
In preparing the financial statements, management is responsible 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 management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SSAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
In our opinion, the accounting and other records required by the Act to be kept by the Company and
by the subsidiary corporation incorporated in Singapore of which we are the auditors have been
properly kept in accordance with the provisions of the Act.
Group
1 January to 1 April to 31
31 December December
Note 2020 2019
US$'000 US$'000
Restated
Group Company
Note 2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Non-current assets
Plant and equipment 9 – 95 – 64
Intangible assets 10 – 931 – 891
Investments in subsidiaries 11 – – 18 508
Amounts owing by subsidiaries 14 – – 4,666 4,454
Current assets
Trade and other receivables 12 1,010 859 986 775
Cash and bank balances 13 6,262 817 5,861 588
Amounts owing by ultimate holding
Company 14 707 – 559 –
Current liabilities
Other payables 15 1,273 2,113 1,263 1,954
Contract liabilities 4 3,120 2,491 3,120 2,033
Borrowings 20 – 11,695 – 11,695
Income tax payables 12 – – –
Amounts owing to ultimate holding
Company 16 234 – 234 –
Amounts owing to subsidiaries 16 – – 81 71
Equity
Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Group
At 1 April 2019 10,451 – 2,558 (19,903) 77 (6,817)
Total comprehensive
income
Total comprehensive
income for the
financial period – – – (9,876) (268) (10,144)
Contributions by and
distributions
to owners
Share-based payment
transactions
(Note 19) – – 3,364 – – 3,364
At 31 December 2019
and 1 January 2020 10,451 – 5,922 (29,779) (191) (13,597)
Total comprehensive
income
Total comprehensive
income for the
financial year – – – 70,581 191 70,772
Contributions by and
distributions to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129
Share-based payment
transactions
(Note 19) – – (5,922) – – (5,922)
Dividend paid
(Note 18) – – – (65,000) – (65,000)
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Statements of changes in equity
For the financial year ended 31 December 2020
Foreign
Share Capital Share currency
capital contibution option Accumulated translation Total
(Note 16) reserves reserves losses reserve equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Company
Total comprehensive
income for the
financial period – – – (7,919) (154) (8,073)
Contributions by and
distributions
to owners
Share-based payment
transactions (Note 19) – – 3,009 – – 3,009
At 31 December 2019
and 1 January 2020 10,451 – 5,586 (24,356) (154) (8,473)
Total comprehensive
income
Total comprehensive
income for the
financial year – – – 69,210 154 69,364
Contributions by and
distributions
to owners
Conversion of
convertible notes (Note
20) 10,958 – – – – 10,958
Contribution by ultimate
holding company – 6,129 – – – 6,129
Group
1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000
Cash and cash equivalents at end of the year/period (Note 13) 6,262 567
The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.
Tradegecko Pte. Ltd. (the "Company") is a private limited company incorporated and
domiciled in Singapore. On 2 September 2020, the Company was wholly acquired by Intuit
Inc., (Co. Reg. No. T05UF1740J) which is incorporated in Delware, United States of America.
Intuit Inc. is the Company’s ultimate holding company.
The registered office and principal place of business of the Company is located at 121 Telok
Ayer Street #02-00, Singapore 068590.
The principal activities of the Company are development and sale of inventory and other
management software and programming activities.
The principal activities of the subsidiaries are disclosed in Note 11 to the financial
statements.
The consolidated financial statements of the Group and the balance sheet and statement of
changes in equity of the Company have been prepared in accordance with Singapore
Financial reporting Standards ("FRS").
The financial statements have been prepared on a historical cost basis except as disclosed
in the accounting policies below and are presented in United States Dollars ("USD" or "US$")
and all values in the tables are rounded to the nearest thousand ("US$'000"), except when
otherwise indicated.
With effect from 1 January 2020, as a result of a change in underlying transactions, events
and conditions relevant to the Company, the functional currency of the Group was changed
from Singapore Dollars (SGD) to United States Dollars (USD).
The effect of change in functional currency has been applied prospectively from 1 January
2020. In line with the change in functional currency, the presentation currency of the financial
statements was changed from SGD to USD. The change in presentation currency has been
applied retrospectively with comparatives restated using the following rates:
Assets and liabilities of all corresponding figures presented (including opening balance
from the beginning of earliest period presented) were translated at the closing rates of
respective year end;
Profit or loss items of all corresponding figures presented were translated at the average
for the financial year approximating the exchange rates at the date of transactions;
Equity items of all corresponding figures presented were translated at the respective
historical rates of exchange and,
The accounting policies adopted are consistent with those of the previous financial year
except in the current financial year, the Group has adopted all the new and revised standards
which are effective for annual financial periods beginning on or after 1 January 2020. The
adoption of these standards did not have any material effect on the financial performance or
position of the Group.
The Group has not adopted the following standards and interpretations that have been issued
but not yet effective:
The directors expect that the adoption of the standards above will have no material impact on
the financial statements in the period of initial application.
The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries at the end of the reporting period. The financial statements of the
subsidiaries used in the preparation of the consolidated financial statements are prepared
for the same reporting date as the Company. Consistent accounting policies are applied
to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
Subsidiaries is consolidated from the date of acquisition, being the date on which the
Group obtains control, and continues to be consolidated until the date that such control
ceases.
Business combinations are accounted for by applying the acquisition method. Identifiable
assets acquired and liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date. Acquisition-related costs are recognized as
expenses in the periods in which the costs are incurred and the services are received.
2..4 Subsidiaries
A subsidiary is an investee that is controlled by the Group. The Group controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.
The financial statements are presented in United States Dollars ("USD"), which is also the
Company’s functional currency. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured using
that functional currency.
Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was measured.
For consolidation purposes, the assets and liabilities of foreign operations are translated
into USD at the rate of exchange ruling at the end of the reporting period and their profit
or loss are translated using the average exchange rates for the financial year. The
exchange differences arising on the translation are recognised in other comprehensive
income. On disposal of a foreign operation, the component of other comprehensive
income relating to that particular foreign operation is recognised in profit or loss.
All items of plant and equipment are initially recorded at cost. Subsequent to recognition,
plant and equipment are measured at cost less accumulated depreciation and any
accumulated impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful life of the asset
as follows:
Computers 3 years
Furniture and fittings 3 years
Leasehold improvements Shorter of 3 years or lease term
The carrying values of plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The residual values, useful life and depreciation method are reviewed at each financial
year-end and adjusted prospectively if appropriate.
An item of plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of
the asset is included in profit or loss in the year the asset is derecognised.
The Group assesses at each reporting date whether there is an indication that an asset may
be impaired. If any indication exists, or when an annual impairment testing for an asset is
required, the Group makes an estimate of the asset's recoverable amount.
An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value
less costs of disposal and its value in use and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets. Where the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
A previously recognised impairment loss is reversed only if there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its
recoverable amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised previously. Such
reversal is recognised in profit or loss. Impairment losses relating to goodwill cannot be
reversed in future periods.
Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification
of its financial assets at initial recognition.
At initial recognition, the Group measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at fair value through profit or loss are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group
expects to be entitled in exchange for transferring promised goods or services to a
customer, excluding amounts collected on behalf of third party, if the trade receivables do
not contain a significant financing component at initial recognition.
Subsequent measurement
Amortised cost
Financial assets that are held for the collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. Financial assets are measured at amortised cost using the effective interest
method, less impairment. Gains and losses are recognised in profit or loss when the
assets are derecognised or impaired, and through amortisation process.
De-recognition
A financial asset is derecognised where the contractual right to receive cash flows from
the asset has expired. On derecognition of a financial asset in its entirety, the difference
between the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income for debt
instruments is recognised in profit or loss.
Financial liabilities are recognised when, and only when, the Group becomes a party to
the contractual provisions of the financial instrument. The Group determines the
classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial
liabilities not at fair value through profit or loss, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or
loss are subsequently measured at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the liabilities are derecognised,
and through the amortisation process.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. On derecognition, the difference between the carrying amounts and
the consideration paid is recognised in profit or loss.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instrumnts
not held at fair value through profit or loss and financial guarantee contracts. ECLs are based
on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale
of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a 12-month ECL).
For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is recognised for credit losses expected over the
remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in
calculating ECLs. Therefore, the group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted
for forward-looking factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 90 days past
due. However, in certain cases, the Group may also consider a financial asset to be in default
when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Cash and cash equivalents comprise cash on hand and at banks that are readily convertible
to known amount of cash and which are subject to insignificant risk of changes in value.
(a).12 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and the amount of the obligation can be
estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of economic resources will be
required to settle the obligation, the provision is reversed. If the effect of the time value of
money is material, provisions are discounted using a current pre tax rate that reflects, where
appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.
Borrowings are presented as current liabilities unless the Group has an unconditional right to
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of
borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale. All
other borrowing costs are expensed in the period they occur. Borrowing costs consist of
interest and other costs that an entity incurs in connection with the borrowing of funds. .
The Singapore company in the Group makes contributions to the Central Provident Fund
scheme in Singapore, a defined contribution pension scheme. Contributions to defined
contribution pension schemes are recognised as an expense in the period in which the
related service is performed.
The value of the employee services received in exchange for the grant of options is
recognised as an expense with a corresponding increase in the share option reserve over
the vesting period. The total amount to be recognised over the vesting period is
determined by reference to the fair value of the options granted on grant date. Non-market
vesting conditions are included in the estimation of the number of shares under options
that are expected to become exercisable on the vesting date. At each balance sheet
date, the Group revises its estimates of the number of shares under options that are
expected to become exercisable on the vesting date and recognises the impact of the
revision of the estimates in profit or loss, with a corresponding adjustment to the share
option reserve over the remaining vesting period.
Where the terms of the share option plan are modified, the expense that is not yet
recognised for the award is recognised over the remaining vesting period as if the terms
had not been modified. Additional expense is recognised for any increase in the total fair
value of the share options due to the modification, as measured at the date of
modification.
Upon acquisition by Intuit Inc. Group’s Share based compensation plan expired and
employees are eligible for Intuit Inc. stock compensation plan as offered
Employees of the Company receive remuneration in the form of share options and
restricted stock units (RSUs) in Intuit Inc. as consideration for services rendered. The
cost of these equity-settled transactions with employees is measured by reference to the
fair value of the options and units at the date on which the options and units are granted.
This cost is recognised in the income statement, with a corresponding increase in equity,
over the vesting period for options and over the service period for RSUs. The cumulative
expense recognised at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Company’s best estimate of the number of
options and units that will ultimately vest. The charge or credit to the profit and loss
account for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period and is recognised in employee benefit expense.
No expense is recognised for options and units that do not ultimately vest, except for
options and units where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether or not the market condition is satisfied, provided that all
other performance and/or service conditions are satisfied.
When the options are exercised, the proceeds received (net of transaction costs) and the
related balance previously recognised in the share option reserve are credited to share
capital account.
Employee entitlements to annual leave are recognised when they are accrued to the
employees. A provision is made for the estimated liability for annual leave as a result of
services rendered by employees up to the end of each reporting period.
(a).16 Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled
in exchange for transferring promised goods or services to a customer, excluding amounts
collected on behalf of third parties.
Subscription fees are accounted for on a straight-line basis over the subscription term.
Amounts billed but yet to be recognised as revenue are included at the end of the
reporting period in “contract liabilities”.
Commission income is accounted for on a net basis and recognised at the point in time
when performance obligation is fulfilled. Costs related to merchant services are
recognised in the same period as commission income.
Transfer pricing fee revenue relates to 6% cost plus charges to Intuit Inc. for R&D service.
Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.
Government grants receivable are recognised as income over the periods necessary to match
them with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income.
Current income tax assets and liabilities for the current and prior periods are measured at
the amount expected to be recovered from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enacted or
substantively enacted at the end of the reporting period, in the countries where the Group
operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax
relates to items recognised outside profit or loss, either in other comprehensive income
or directly in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.
Deferred tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and
Deferred tax assets are recognised for all deductible temporary differences, carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised except:
where the deferred income tax liability arises from the initial recognition of goodwill
or of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and
The carrying amount of deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred
tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply in the year when the asset is realised or the liability is settled, based on tax rates
(and tax laws) that have been enacted or substantively enacted at the end of each
reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit
or loss. Deferred tax items are recognised in correlation to the underlying transaction
either in other comprehensive income or directly in equity.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
Where the sales tax incurred in a purchase of assets or services is not recoverable
from the taxation authority, in which case the sales tax is recognised as part of the
cost of acquisition of the asset or as part of the expense item as applicable; and
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is
included as part of receivables or payables in the balance sheets.
(a).20 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That
is, if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.
The Group applies the short-term lease recognition exemption to its short-term leases of
assets (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases of assets that are considered to be low
value. Lease payments on short-term leases and leases of low value assets are recognised
as expense on a straight-line basis over the lease term.
Ordinary shares
Proceeds from issuance of ordinary shares are recognised as share capital in equity
incremental costs directly attributable to the issuance of ordinary shares are deducted
against share capital.
Preference shares
Management is of the opinion that there are no significant judgments made in applying
accounting estimates and policies, and no estimation uncertainty that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year.
The Group’s revenue streams disaggregated by their categories that depict the nature,
amount, timing and uncertainty of revenue and cash flows by their economic factors.
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated
11,602 6,852
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
The contract liabilities primarily relate to the advance consideration received from
customers in respect of their subscription to the Group’s inventory management
systems, for which revenue is recognised over time. The contract liabilities balance at
year/period end will be recognised as revenue over the next 12 months.
Significant changes in contract liabilities balances during the year/period are as follows:
Group Company
1 January to 1 April to 31 1 January to 1 April to 31
31 December December 31 December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Revenue recognised that was
included in the contract
liability balance at the
beginning of the year/period (2,491) (2,006) (2,033) (1,576)
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
In September 2020, the Company has entered into an Intellectual Property Assignment
Agreement with Intuit Inc. Through this agreement, Intuit Inc. acquired the Intellectual
property rights relating to the company’s business for a cash consideration of
US$70,804,000.
In 2020, the Group received wages support under the Jobs Support Scheme (“JSS”) from
Singapore Government as part of the Government’s measures to support businesses during
the period of economic uncertainty impacted by COVID-19. Government grants of
US$256,000 received are recognised as income over the periods necessary to match them
with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to expenses are shown separately as other income. Grant
received post acquisition by Intuit Inc. US$56,000 has been refunded back to Singapore
Government and the Company has declined all future Government grants
6. Employee compensation
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
6,846 8,860
The following items have been included in arriving at profit/(loss) before tax:
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
Restated
The major components of income tax expense for the financial year and period ended
31 December 2020 and 2019 are:
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
A reconciliation between tax expense and the product of accounting loss multiplied by the
applicable corporate tax rate for the year and period ended 31 December 2020 and 2019 are
as follows:
Group
1 January to 1 April to 31
31 Decembe December
r 2020 2019
US$'000 US$'000
12 –
At the end of the reporting period, the Group has tax losses of approximately US$20,567,000
(2019: US$24,679,000) that are available for offset against future taxable profits of the
companies in which the losses arose, for which no deferred tax asset is recognised due to
uncertainty of its recoverability. The use of these tax losses is subject to the agreement of
the tax authorities and compliance with certain provisions of the tax legislation of the
respective countries in which the companies operate.
The tax losses and capital allowances have no expiry date except for the following:
Leasehold
Furniture improvement
Group Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000
Cost
At 31 December 2020 – – – –
Accumulated depreciation
At 31 December 2020 – – – –
At 31 December 2020 – – – –
At 31 December 2019 76 19 – 95
Leasehold
Furniture improvement
Company Computers and fittings s Total
US$'000 US$'000 US$'000 US$'000
Cost
At 31 December 2020 – – – –
Accumulated depreciation
At 31 December 2020 – – – –
At 31 December 2020 – – – –
At 31 December 2019 45 19 – 64
Software development
costs
2020 2019
US$'000 US$'000
Group
Cost:
At 1 January 2020 /1 April 2019 1,079 496
Additions 374 583
Write off (1,453) –
At 31 December – 1,079
Accumulated amortisation:
At 1 January 2020 /1 April 2019 148 43
Amortisation 119 105
Write off (267) –
At 31 December – 148
Company
At 1 January 2020 /1 April 2019 1,036 496
Additions 310 540
Write off (1,346) –
At 31 December – 1,036
Accumulated amortisation:
At 1 January 2020 /1 April 2019 145 43
Amortisation 114 102
Write off (259) –
At 31 December – 145
Company
2020 2019
US$'000 US$'000
Shares, at cost 1 1
Deemed investment 17 507
18 508
Proportion
(%) of
Principal place ownership
Name of company of business Principal activities interest
2020 2019
Held by the Company
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Trade receivables
Third parties 633 121 633 121
Less: Allowance for expected
credit losses (499) – (499) –
Trade receivables are unsecured, non-interest bearing and are generally on 30 days term.
They are recognised at their original invoice amounts which represent their fair values on
initial recognition.
The movement in allowance for expected credit losses of trade and other receivables
computed based on lifetime ECL was as follows:
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
In 2019, cash at bank is pledged in relation to the security granted for borrowings (Note 20),
in which the banks have a first charge in the event the Company does not meet the debt
servicing requirement. Included in cash at bank is restricted cash of Nil (2019: US$250,000)
as the Group is required to maintain a minimum cash balance with a bank at all times.
Group Company
2020 2019 2020 2019
Group Company
2020 2019 2020 2019
Amounts owing by subsidiaries are unsecured, interest free and receivable on demand. As at
31 December 2020, the amounts classified as non-current assets as repayment is not
expected within the next 12 months.
Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.
Group Company
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
Group Company
2020 2019 2020 2019
Group Company
2020 2019 2020 2019
Amounts owing by subsidiaries are unsecured, interest free and receivable on demand.
Amounts owing by the ultimate holding company are unsecured, interest free and normally
settled on 60 days’ term.
The holders of ordinary shares are entitled to receive dividends as declared from time to time,
and are entitled to one vote per share at meetings of the Company. All issued ordinary
shares are fully paid, with no par value
Preference shares
The holders of preference shares are entitled to attend and vote together with the holders of
the ordinary shares of the Company on an as-converted basis; receive dividends as and when
declared by the Company pari passu with holders of the ordinary shares; and receive in
preference to holders of ordinary shares an amount (the "Liquidation Amount") equal to 125%
of their investment amount held out of the net proceeds from liquidation, dissolution or
winding up of the Company after payments to all creditors of the Company, whether secured
or unsecured. After payment of the Liquidation Amount to holders of the preference shares,
the remaining assets shall be distributed ratably to the holders of ordinary shares and
preference shares on a fully converted basis ("Participation Distribution").
The holders have a 125% liquidation preference on their invested capital and the aggregate of
the Liquidation Amount and Participation Distribution payable to each holder of the preference
shares shall be capped at an amount equal to 250% of such holder's investment amount. The
preference shares are convertible to ordinary shares, at the election of the preference
shareholders. Prior to the ordinary shares stock split in July 2019, this conversion was on a 1
for 1 basis. As a result of the stock split the conversion ratio was amended to 10 ordinary
shares for each preference share.
On 2 September 2020, the Company was wholly acquired by Intuit Inc. As part of the
acquisition terms,
(ii) 1,524,036 unconverted preference shares in issue at the date of closing were
acquired by Intuit Inc. at a price based on the liquidation preference cap respective to
the individual shares.
18. Dividends
1 January to
31 1 April to 31
December December
2020 2019
US$'000 US$'000
During the financial year, the Company has declared and paid US$65,000,000 interim
dividend to the ultimate holding company.
Share options were granted to key management personnel and employees of the Group
under the TradeGecko Employee Share Option Plan 2018 (“2018 Scheme”). The 2018
Scheme is a replacement award, which effectively cancels the Employee Share Option
Scheme 2014 (the “2014 Scheme”).
The exercise price of the options is determined by the Board at its sole and absolute
discretion. Each option shall commence vesting as to ¼ after a period of one year from the
offeree’s date of employment or such other date determined by the Board and stated in the
letter of offer, and the remainder shall vest as to 1/16 at the end of each subsequent quarter
over the following three-year period. Once the share options are vested, they are exercisable
at the earlier of: (i) Initial Public Offering; (ii) Three months following the date a Trade Sale
becomes effective; or (iii) Three months immediately before the tenth anniversary of the grant
date. The Group has no legal or constructive obligation to repurchase or settle the options in
cash. As a result of the 10 for 1 ordinary share split in July 2019, a similar 10 for 1 split was
effected for all existing unexercised options and the exercise price for each option was
reduced by a factor of 10. On 19 November 2019, options to subscribe for 4,679,780 ordinary
shares in the Company at exercise prices ranging from $0.001 to $0.84 per ordinary share
were granted pursuant to the 2018 Scheme.
Upon acquisition of the Company by Intuit Inc., on 2 September 2020, the condition (ii) above
was met and as part of the acquisition terms, Intuit Inc., has settled all outstanding share
options as at that date.
Movements in the number of unissued ordinary shares under option and their exercise prices
are as follows:
At
be ginning Grante d Forfe ite d Paid
of during during during At e nd of
financial Effe ct of financial financial financial financial
ye ar/ s tock ye ar/ ye ar/ ye ar/ ye ar/ Exe rcis Exe rcis e
Group pe riod s plit pe riod pe riod pe riod pe riod e price pe riod
31
De ce m be r
2020
2018 Scheme $0.001 to 1.3.2022 to
option 8,336,480 – 10,000 (309,169) (8,037,311) – $0.84 29.2.2032
31
De ce m be r
2019
2018 Scheme $0.001 to 1.3.2022 to
option 337,457 3,397,113 4,679,780 (117,870) – 8,336,480 $0.84 29.2.2032
19 November 2019
The volatility measured as the standard deviation of expected share price returns was
estimated based on an analysis of peer companies.
On 2 September 2020, the Company has entered into an agreement to be wholly acquired by
Intuit Inc. Under the acquisition terms, all issued and vested in-the money share options were
net settled, as part of the overall acquisition of the Company. All other options were lapsed at
the time of the acquisition.
Bank borrowings
Bank borrowings were secured by a fixed and floating charge on all assets, including cash
accounts, tangible and intangible assets.
The bank borrowings had fixed interest rate of 8% (2019: 8%) and as at the balance sheet
date, the fair value of the borrowings is US$Nil (2019: US$250,000). The fair values are within
Level 2 of the fair value hierarchy.
Convertible notes
On 22 June 2018, the Group and Company entered into a convertible loan agreement with
noteholders with total proceeds of $6,769,000. The principal sum of the convertible loan bears
interest at the rate of 10% per annum.
Between June 2019 and October 2019, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$2,331,000 that was originally
repayable on 31 March 2020. The principal sum of the convertible loan bears interest at the
rate of 10% per annum. The noteholders agreed to an extension of the repayment maturity
date to 31 July 2020.
Between February 2020 and March 2020, the Group and Company entered into a convertible
loan agreement with noteholders with total proceeds of US$970,000. The principal sum of the
convertible loan bears interest at the rate of 10% per annum.
On 2 September 2020, the Company was acquired by Intuit Inc. Under the terms of the
agreement, the convertible notes converted to 11,449,375 ordinary shares of the Company
and the noteholders participated in the sales proceeds upon completion of the acquisition.
The convertible loan is a financial liability and has conversion features that are embedded
derivatives. On initial recognition, the Group designated the convertible loan in its entirety as
financial liabilities at fair value through profit or loss with an initial carrying value of total
consideration. Subsequent to initial recognition, the Group with the assistance of an external
appraiser, measures financial instruments – convertible notes at fair value at each reporting
date. When the fair values of financial assets and financial liabilities recorded in the
consolidated statements of financial position cannot be measured based on quoted prices in
active markets, their fair value is measured using valuation techniques including Probability
Weighted Expected Return Method (“PWERM”). Under a PWERM, the value of various
securities is estimated based upon an analysis of future values for the enterprise assuming
various future outcomes. Share value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future out comes
available to the enterprise, as well as the rights of each share class. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, a
degree of judgment is required in establishing fair values. Judgments include considerations
of inputs such as probabilities ascribed to the analysis of future values for the enterprise
assuming various future outcomes – IPO and Maturity (Redemption of Convertible Notes)
Changes in assumptions about these factors could affect the reported fair value of financial
instruments and is discussed further below.
Level 3
US$'000
The following table shows the information about fair value measurements using significant
unobservable inputs (Level 3).
31 December 2019
Convertible notes Probability IPO date Time to IPO is The estimated fair value
w eighted expected w ould decrease by 5%
return IPO share price 2019: 0.58 year if: discount rate w as higher
method Discount rate
IPO share price of by 2019: 40% year
2019: US$1.90
The estimated fair value
Discount rate 2019: 1.63% w ould decrease by 5%
if: IPO share price w as
higher by
2019: US$0.35 year
Non-cash changes
Interest
expense/
1 January fair value Conversion 31 December
2020 Cash flow adjustment to Equity 2020
US$’000 US$’000 US$’000 US$’000 US$'000
Non-cash changes
Interest
expense/ Foreign
1 April fair value exchange 31 December
2019 Cash flow adjustment movement 2019
US$’000 US$’000 US$’000 US$’000 US$'000
(a) Services
Group Company
1 January to 1 January to
31 1 April to 31 31 1 April to 31
December December December December
2020 2019 2020 2019
US$'000 US$'000 US$'000 US$'000
1 January to 1 April to 31
31 December December
2020 2019
US$'000 US$'000
Key management personnel are the directors and those persons having authority and
responsibility for planning, directing and controlling the activities of the Group, directly or
indirectly.
The Group and the Company are exposed to financial risks arising from its operations and the
use of financial instruments. The key financial risks include credit risk, liquidity risk and
foreign currency risk. Senior management reviews and agrees policies and procedures for the
management of these risks. It is and has been throughout the current financial year and
previous financial period, the Group’s policy that no trading in derivatives for speculative
purposes shall be undertaken.
The following sections provide details regarding the Group’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. The Group’s exposure to credit risk arises
primarily from trade debtors. For other financial assets, the Group minimises credit risk
by dealing exclusively with high credit rating counterparties.
In the aspect of credit risk arising from the inability of customers of the Group to make
payments when their debts fall due, it is the Group’s policy to provide credit terms to
creditworthy and reputable customers. In addition, receivable balances are monitored on
an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
Information on trade and other receivables are disclosed in Note12.
Trade and other receivables are regularly monitored by the Group and reviewed for
impairment. Most of the receivables are within the credit terms set by the Group.
Although the receivables are generally unsecured, the credit risk is considered to be low
as subscription fees are collected upfront and recognised as contract liabilities. The
credit risk on deposits with banks is limited because the Group mainly places the
deposits in banks with high credit ratings.
The Group’s maximum exposure to credit risk, in the event that the counter-parties to the
transactions with the Group fail to perform their obligations as at the end of the reporting
period in relation to each class of recognised financial assets, is the carrying amount of
those assets as indicated in the balance sheet, and is generally limited to the amounts,
if any, by which the counter-parties’ obligations exceed the obligations of the Group.
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to
liquidity risk arises primarily from mismatches of the maturities of financial assets and
liabilities.
The Group’s and the Company’s liquidity risk management policy is to maintain sufficient
liquid financial assets with a bank. The Group does not have any bank loans and bank
borrowings as at the end of the reporting period.
The table below summarises the maturity profile of the Group’s and the Company's
financial liabilities at the end of the reporting period based on contractual undiscounted
repayments.
Financial liabilities:
Other payables 1,273 2,113
Borrowings – 11,695
Amount owing to ultimate holding company 234 –
Financial liabilities:
Other payables 1,263 – 1,263
Amounts owing to subsidiaries 81 – 81
Amounts owing to ultimate holding company 234 – 234
2019
Company
Financial assets:
Trade and other receivables 435 – 435
Cash and cash equivalents 587 – 587
Amount owing by subsidiaries – 4,454 4,454
Financial liabilities:
Other payables 1,954 – 1,954
Borrowings 11,695 – 11,695
Amounts owing to subsidiaries 71 – 71
Foreign currency risk is the risk that the fair value of a financial instrument will fluctuate
due to changes in foreign exchange rates.
The Group and the Company are exposed to foreign currency risks on trade and other
receivables, cash at bank and other payables in currencies other than USD. At the
balance sheet date, such foreign balances are mainly in Singapore Dollars (“SGD”).
Exposure to foreign currency risk is monitored on an ongoing basis by the Group and the
Company to ensure that the net exposure is at an acceptable level.
2020 2019
SGD SGD
US$'000 US$'000
Group
Financial assets
Cash and cash equivalents 79 444
Trade and other receivables – 648
79 1,092
Financial liabilities
Other payables (972) (598)
Borrowings – (11,695)
(972) (12,293)
2020 2019
SGD SGD
US$'000 US$'000
Company
Financial assets
Cash and cash equivalents 70 437
Trade and other receivables – 576
70 1,013
Financial liabilities
Other payables (965) (588)
Borrowings – (11,695)
(965) (12,283)
If the SGD change against the USD by 5% (2019: 5%) and 5% (2019: 5%) respectively
with all other variables including tax rate being held constant, the effects arising from the
net financial liabilities that are exposed to the currency risk will be as follows:
2020 2019
US$'000 US$'000
Group
SGD against USD
- strengthened (45) (560)
- weakened 45 560
Company
SGD against USD
- strengthened (45) (564)
- weakened 45 564
The primary objective of the Group's capital management is to ensure that it maintains a
strong credit standing and healthy capital ratio in order to support its business and maximise
shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. In
order to fund its growth and working capital requirements, the Group issued ordinary shares
and preference shares. These preference shares include clauses that provide the holders with
significant benefits including liquidation preference and conversion options. To maintain or
adjust the capital structure, the Group may issue new shares for new capital injection.
No changes were made in the objectives, policies or processes during the year and period
ended 31 December 2020 and 31 December 2019.
The audited comparative figures presented in the financial statements are not entirely
comparable as they cover a period from 1 April 2019 to 31 December 2019.
During 2020, the Group modified the presentation of revenue and cost of sales of merchant
sales to reflect more appropriately in the nature and terms of transaction. Comparative
amounts in the consolidated statement of comprehensive income were restated for
consistency. As a result, US$697,504 was reclassified from “Cost of sales” to “Revenue”.
Since the amounts are reclassifications within the consolidated statement of comprehensive
income, this reclassification did not have any effect on the balance sheets and consolidated
statement of cash flows.
The financial statements for the financial year ended 31 December 2020 were authorised for
issue in accordance with a resolution of the directors on 27 August 2021.