APPENDIX 4E
Results for Announcement to
the Market and Annual Report
2022
BSA Limited
50 088 412 748
FOR THE YEAR ENDED 30 JUNE 2022
Image courtesy of Sydney Football Stadium
CONTENTS
- APPENDIX 4E
- ANNUAL REPORT
RESULTS FOR ANNOUNCEMENT TO THE MARKET
FOR THE PERIOD ENDED 30 JUNE 2022
PREVIOUS CORRESPONDING PERIOD 30 JUNE 2021
APPENDIX 4E
Revenue from ordinary activities
Other income
Total Income
2022
$’000
2021(1)
$’000
Movement
Movement
$’000
%
466,145
418,346
47,799
215
4,200
(3,985)
466,360
422,546
43,814
11%
n/m
10%
n/m
n/m
(Loss)/Profit from ordinary activities after income tax attributable to members
Net (Loss)/Profit for the period attributable to members
(42,242)
(42,242)
9
9
(42,251)
(42,251)
Basic earnings per share
Diluted earnings per share
Net tangible asset backing per ordinary share
2022
cents
2021(1)
cents
(8.057)
(8.057)
0.002
0.002
(5.252)
(0.265)
(1) Comparative financial information has been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS)
arrangements. Refer to note F2 of the financial report for further details.
DIVIDENDS
Interim dividend (fully franked)
Final dividend (fully franked)
Commentary and explanations of the results
Franked amount per
Amount per security
security at 30% tax
(cents)
(cents)
nil
nil
-
-
The financial report of the Company for the financial year ended 30 June 2022 presents the consolidated financial performance for the Group. Additional
Appendix 4E disclosure requirements, commentary, and explanation of the results for the financial year are contained in the Directors’ Report and the
accompanying Financial Report dated 23 August 2022. This report is based on the consolidated financial statements which have been audited by Deloitte
Touche Tohmatsu, with the Independent Auditor’s Report included in the consolidated financial report.
BSA LIMITED RESULTS FOR ANNOUNCEMENT TO THE MARKET
BSA Limited
Annual Report
2022
Contents
Chairman’s Report - 4
CEO’s Report - 7
Directors’ Report - 14
Remuneration Report - 16
Auditor’s Independence Declaration - 27
Financial Report - 28
Directors’ Declaration - 66
Independent Auditor’s Report - 67
Shareholder Information - 73
Corporate Directory - 76
Wet and dry fire installation and commissioning
at the Art Gallery of NSW, Sydney Modern Project.
Cover Image
Image of the Sydney Modern Project as produced by Kazuyo Sejima
+ Rye Nishizawa / SANAA (c) Art Gallery of New South Wales, 2021
Chairman’s
Report
On behalf of the Board, I am pleased to present the FY2022 BSA Annual Financial
Report and provide shareholders with an update on our progress in a year which
once again proved to being dynamic and unpredictable. Despite a year of challenges
and change, the Group finds itself on a stronger financial footing and at an inflection
point to move forward and achieve its stated goals.
In Australia, following a disrupted year prior, there were glimmers of hope for
a return to normal. Because of the level of border closures, red zones, travel
restrictions, isolation mandates and ongoing testing for COVID-19, the impacts
were being felt across the economy, and BSA was certainly not immune to these
impediments in doing business. It was challenging to navigate the protocols and
government restrictions particularly in the first half of FY2022 which significantly
affected both the Communications and Utilities Infrastructure (CUI) and our
Advanced Property Solutions (APS) business. Indirect impacts included project
award delays, mobilisation challenges and having to navigate control measures put in
place to keep our employees, contractors and customers safe, which was our primary
concern. The stringent health controls implemented dramatically increased the
incidence of employees sick leave as a result of ‘close contact’ rules, which evolved
during the financial year. This complicated BSA’s provision of contracted services to
our customers.
Following on from the previous year, we successfully developed a hybrid method
of operations with our workforce, seamlessly integrating ‘work from home’ with
‘on the job’ opportunities, to the advantage of our customers. On behalf of the
Board, I commend our workforce for its resilience and flexibility. However, whilst
the Group continued to plan to meet its major strategic expansion objectives, the
ability to achieve the targets was tested by fluctuating management priorities in the
continually uncertain environment. Despite this, the Board continued to encourage
the development of both culture and values. The Group’s structure has evolved to
adapt to client demand and spending patterns with a clear focus on excellent service
delivery using a sustainable cost base.
4
Nicholas Yates
2022 Key
Highlights*
$466.4 million
Revenue
$0.1 million
EBITDA
($8.7) million
Net Loss
*pre-significant items (refer page 6)
BSA LIMITED ANNUAL REPORT 2022 KEY DEVELOPMENTS THROUGHOUT THE YEAR:
Class Action Settlement
All stakeholders had been made aware of the Class Action brought
against the Group by Shine Lawyers alleging that independent
contractors should be treated as employees. The Group has consistently
defended its position. However, the Board re-evaluated the defense of
the legal case and associated opportunity cost against the merits of a
commercial solution which was to reduce damage to the Group. The
Board considered management distraction from running our existing
business and concluded, that the legal action represented a major
obstacle to winning new work in addition to impacting on existing
client relationships. In February 2022, the Board opted for a commercial
solution to enable the Group to move forward and a provisional
agreement was reached with Shine, subject to Court approval to pay
a settlement of $20 million, over three years, funded from current and
future operating cash flows.
As a result, the settlement, plus associated costs, totalling $23.5 million,
have been recognised as a significant one-off cost in the results for the
financial year. The Federal Court subsequently approved the settlement
in July 2022.
Capital Raise
During April 2022, the Board undertook a $13.5 million capital raise
(before costs) which was supported by its three major shareholders.
The funds received were utilised for general working capital purposes.
At the time of the raise, the Board considered its strategic statement
published on 8 February 2021 which targeted a 3 year growth target to
FY2024 of $750 million revenue at a minimum of 5% EBITDA margins.
This statement was retracted on 6 April 2022 due to the ongoing
external volatility, the Class Action and the subsequent management
changes. It is imperative to point out that this does not diminish our
long-term strategic ambitions, however we must adjust for our current
trading conditions. The Group is now focused upon four short-term
priorities for its ongoing business being:
•
•
•
to simplify its structures to best service clients;
to right size the cost base to better match current revenue
projections;
to prioritise immediate term initiatives; and
• most importantly, to retain our key people and talent.
These initiatives have been progressed by the business resulting in
improved FY2022 second half trading and setting a base for improved
performance in FY2023.
Occupational Health and Safety
The Group and the Board are continually reviewing their Occupational
Health and Safety standards in the best interests of its employees
and contractors. We are pleased to show that in this financial year,
management has remained very focused on proactively managing
all risks across the portfolio and analysing all incidents and potential
incidents. One of the forward looking initiatives was to continue to hold
an on-line ‘Stop for Safety’ day to remind employees and contractors
of the importance of safety especially leading into the year end
holidays. Over 1,000 employees and contractors attended the Zoom
meeting during which the Group partnered with ‘Gotcha4Life’ to focus
on mental health and mental fitness. Management is determined to
embed mental wellness into the existing BSA programs. Safety systems
are continuously reviewed and improved to adhere to client and
international standards and to ensure that our staff and contractors are
safe at work.
5
BSA LIMITED ANNUAL REPORT 2022 CHAIRMAN’S REPORT
Board and executive changes
The last two years high-level financial results are:
During the year, there have been some Board and management
changes.
In November 2021, Paul Teisseire retired as a director. Paul’s input
over the last 15 years has been invaluable especially as Audit and Risk
Committee Chair. Paul was replaced immediately after the 2021 Annual
General Meeting by Brendan York who also took on the role as Audit
and Risk Committee Chair. Brendan brings a wealth of experience in
financial management and compliance.
In March 2022, Michael Givoni retired after 17 years serving as a Non-
executive Director and more recently as Chairman since April 2015. His
area of expertise was in strategy, business development and mergers
& acquisitions. Michael provided considerable input in developing the
strategy of the business and provided great leadership. I have the
privilege of taking the helm as Interim Chair and would like to thank
Michael for his guidance and support.
In April 2022, Timothy Harris resigned as Managing Director and Chief
Executive Officer (“CEO”). At the same time a broader cost optimisation
strategy was executed across the leadership team. Arno Becker, the
then Chief Financial Officer (“CFO”) has stepped up to assume the
role of Interim CEO as well as his ongoing function as CFO. The Group
and its employees have shown their resilience and support during
considerable change.
The Board has commenced the process to appoint a new CEO and
is looking at both internal and external candidates. In the interim
the Board remains confident that the structures in place support the
delivery of services to our customers.
Financial and Operational Performance
Our financial performance in FY2022 has been challenging. Whilst the
Group achieved a small growth in revenue and other income of 10.4%
compared to the prior year, the EBITDA before significant items margin
was materially eroded. The Board’s focus is to re-establish appropriate
margin to our existing revenue base and generate positive operating
cash flows. The Group has a fixed timetable in relation to the Class
Action settlement payments over the next two years which shapes
the Group’s capital allocation strategy as potential dividends relating
to profits generated by the Group are restricted until Class Action
payments have been made each financial year.
Revenue and other income
EBITDA pre-significant Items
Depreciation & Amortisation
EBIT pre-significant items
Finance Costs
Income Tax benefit/(expense) pre-significant items
Net Profit/(Loss) before significant items
Significant Items after tax
Net Profit/(Loss)
FY2022
FY2021(1)
$'m
$’m
466.4
422.5
0.1
(7.5)
(7.4)
(1.6)
0.3
(8.7)
(33.5)
(42.2)
20.1
(10.0)
10.1
(2.1)
(2.8)
5.2
(5.2)
-
(1) Restated, please see note F2 of the financial report for more detail.
The CEO’s report will outline these results in more detail.
Finally, I would like to thank my fellow Directors, the Executive
Leadership Team and the BSA workforce including both employees
and contractors, for their commitment over the year. It has been an
extraordinarily challenging time and all Group personnel have adapted
to new circumstances and to unforeseen and ongoing matters outside
our control. While the challenges remain and continue to evolve, our
workforce has shown its resilience and we are addressing all challenges
giving the Board confidence that this laser sharp focus will remain. I
remain optimistic as to BSA’s future given the positive momentum from
the latter part of the year and believe that all stakeholders should be
confident that the operational and leadership changes put in place will
support the future of the Group. I look forward to reporting back to
shareholders next year with more progress.
Nicholas Yates
Interim Chair | 23 August 2022
Westconnex3A Tunnel - Roadway.
Installed deluge pipework to over 16 kilometres
of road way in 10 separate tunnels.
Image courtesy of WestConnex
6
BSA LIMITED ANNUAL REPORT 2022 CEO’s
Report
OPERATIONAL UPDATE
I would like to thank all of the staff and contractors of BSA for their efforts
throughout the year. Your work, day in day out, to service our clients makes a
considerable difference.
FY2022 proved to be a challenging year for BSA. The first half of the financial year
was significantly impacted by COVID-19; most notably:
•
•
•
•
Closure of construction sites on the East Coast;
Reclassification of “Essential Services” impacting previously unaffected
contracts, clients and platforms including smart metering and Foxtel;
Restrictions on travel impacting labor demand across states; and
Health protocols significantly reducing the productivity of the workforce.
The Group’s approach in navigating the impacts of COVID-19 was to target a return to
normal scenario. This scenario was estimated to occur once the population achieved
a 95% vaccination rate under public health targets and was originally forecast to
occur by the end of the first half of FY2022. The Group retained its cost base and
infrastructure put in place to deliver on its growth strategy which included significant
investment in people, systems and its operating model.
At the same time the Group was defending a Class Action brought against it by Shine
Lawyers. This had a significant impact on management resources, client relationships
and operating expenses. In February 2022 BSA reached a commercial settlement
with Shine Lawyers amounting to $20 million, excluding legal costs, to be paid over a
three-year period from current and future operating cashflows. Management and the
Board assessed this commercial decision in the best interests of shareholders.
Unfortunately, expected trading did not return in the second half of FY2022 to
the levels required to sustain the existing cost base. In addition, the East Coast
of Australia experienced an unprecedented amount of rainfall in Q3 FY2022. This
significantly impacted progress on construction and service sites.
Arno Becker
BSA | Group
$466.4 million
Revenue
FY2021 $422.5million
$0.1 million
EBITDA
FY2021 $20.1million
*pre-significant items (refer page 6)
7
BSA LIMITED ANNUAL REPORT 2022 CEO’s REPORT
On reflection, the impact of COVID-19 and other items on BSA’s
business were more adverse than originally estimated with the
aggregated impact of the above resulting in losses over the period.
The Group has commenced to address this by focusing on its delivery
model and overhead structure. In April 2022, the Group successfully
restructured its operating processes, making significant changes to
the cost base. The Group also undertook a capital raise of $13.5 million
before costs to be utilised for general working capital purposes. The
support from existing shareholders was vital.
The last quarter of the financial year showed positive signs indicating
a gradual return to a sustainable operating rhythm and generation of
appropriate returns.
Most importantly, we have a talented workforce that has proved to be
incredibly resilient under difficult circumstances and are looking forward
to the upcoming financial year where we anticipate to have an un-
interrupted year to our delivery models.
WORKPLACE HEALTH AND SAFETY
The health, safety and wellbeing of our people continued to remain a
key focus in FY2022 as we underpinned our value of ‘we work safe and
go home safe’.
In FY2021 BSA conducted a Health and Safety (“HSE”) Index survey. The
results of the survey were utilised to develop the FY2022 health, safety
and wellbeing program under the below strategic pillars of:
•
•
•
•
Leadership;
Systems and Risk;
Engagement; and
Health and Wellbeing.
Key achievements for the year include:
•
•
•
•
•
The establishment of the health and wellness hub;
A refreshed critical risk control program;
Consolidation of our health, safety and environment (HSE)
systems;
The automation of HSE dashboards through Power BI; and
Our celebration of the Safe Work Australia month in October
with BSA’s Annual Stop for Safety Day having a mental health
focus. The day closed with an inspiring session by Gus Worland
from Gotcha4Life.
Our injury frequency rates remained relatively stable. Lost Time Injuries
(LTIFR) increased marginally from 2.77 to 2.83 whilst Total Recordable
Injuries (TRIFR) decreased from 7.76 to 6.23.
During the year we successfully maintained our International Standard
for Occupational Health and Safety Management Systems (ISO 45001:
2018) and maintained accreditations to the Quality (AS/NZS: 9001),
and Environment (ISO: 14001) Standards. We were also successfully
reaccredited by the Office of the Federal Safety Commissioner (OFSC).
Our goal throughout FY2023 will be to improve our HSE Index
score whilst continually developing our safety excellence. BSA has
commenced the development of a tailored Safety Leadership Pathway
program with competencies and skills required to drive a high
performing culture and leadership team.
8
FINANCIAL UPDATE
The Group remained resilient and delivered a modest year-on-year
revenue growth with the current and comparative periods impacted by
COVID-19, albeit in varying ways. The APS segment continued to secure
annuity-style revenue streams. Reactive maintenance and minor works
demand was lower and impacted by clients’ reduced discretionary
spend. The CUI group was impacted by COVID-19 restrictions. These
restrictions primarily impacted platforms other than nbn which was
classified as an essential service throughout FY2022. Nbn transitioned
from OMMA to Unify, resulting in higher volume but lower margin
assurance activity from a previously more prominent higher margin
lower volume activation platform. CUI has also been diversifying its
customer base through new clients (including Axicom, TPG/Vodafone,
Go Evie, American Towers & Intellihub).
Revenue levels compared to prior years grew 10.4% to $466.4m
(FY2021: $422.5m) and driven by higher volumes in the CUI segment
and new customers in the APS segment. However, lower margin mix
work, the impact of COVID-19, inclement weather and the cost of new
structures put in place for previously forecast growth resulted in EBITDA
pre-significant items being materially lower than the prior year at $0.1m
(2021: $20.1m).
The Net Loss amounted to ($42.2m) (Net Profit FY2021: $0.0m) which
includes the following significant items:
•
•
•
•
•
•
Settlement amount relating to the Class Action and associated
costs – $23.5m
Impairment of goodwill – $11.2m;
Provision against uncertain indirect tax position - $5.6m;
Restructuring costs – $1.6m;
Costs related to legacy legal matters - $0.8m; and
Initial due diligence related costs – $0.4m.
While these items exacerbate the net loss, it is important to note
that the impairment of goodwill is a non-cash item, the Class Action
settlement amount has a deferred payment profile and the restructuring
costs incurred will yield future cost base benefit.
Operating cash outflow before interest and tax was impacted by the
first tranche payment of the class action settlement ($4.4m) and
restructuring costs, resulting in a net operating outflow of $13.8m
(FY2021: $7.6m) with Net Cash at year-end was $1.9m (FY2021 $12.8m).
No dividends have been declared for the year and future dividends will
be subject to restrictions imposed by the Class Action Settlement Deed
with Shine Lawyers including the requirement that each year’s tranche
is paid prior to the declaration of any dividends.
MANAGEMENT TEAM
As previously outlined, during the final quarter of FY2022 the Group
made necessary structural changes which impacted the Executive
Leadership Team. The leadership team was streamlined to myself as
Interim CEO (in addition to CFO duties) and:
•
Divisional EGM’s Richard Bartley and Mark Dunn for both
CUI and APS respectively. These divisions are now managing
functional responsibilities across people, legal, safety and
finance; and
•
General Counsel Ben Quirk.
I would like to extend my thanks to Tim Harris, Joanna Hull, Rebecca
Crompton and Tanya McCabe for their contributions to the business
over the year. While the leadership team has lost a great talent, the
streamlined leadership team is making great strides forward in setting
the objectives for FY2023 and it is pleasing to see a great number of
talented people step up and take leadership roles.
BSA LIMITED ANNUAL REPORT 2022 COMMUNITY SUPPORT
BSA is committed to continual engagement with the communities in
which we work, through local training and employment opportunities,
and Indigenous and community support through sponsorships and
charity fundraisers.
The Group was actively involved with Ronald McDonald House Charities,
R U Ok? Day, White Ribbon Australia, Children’s Cancer Institute, World
Vision, The Children’s Hospital Gifts Donation, St John of God Hospital,
Drew Brophy Healing Fund, Movember and the QLD & NSW Flood Relief
Appeal participating in charitable initiatives throughout the year.
Our team in NT are extremely active in the community, providing
support to over 12 charities and community including Children’s
Charity, Variety NT, Carols by Candle Light, NT, Variety Bash, Katherine
Indigenous Soccer 7’s, Humpty Doo Child Care Centre, Darwin
Speedway, Darwin Symphony Orchestra and the Humpty Doo Volunteer
Fire Brigade.
DIVERSITY
Diversity & Inclusion (“D&I”) has remained a focus area for BSA in
FY2022. Over the course of the year, BSA developed its Group-wide
First Nations Engagement Plan. The Plan outlines our approach and
targets for FY2023 with emphasis on establishing the foundations
of our purpose, defining our vision for reconciliation, and setting
achievable goals and deliverables.
Our vision for our First Nations Engagement Plan is to:
•
•
•
Make a Difference – Be part of a meaningful movement that
can make a real difference to our people and the surrounding
communities;
Create Value – Create value for our stakeholders, as our
employees and our customers demand it. This is a cornerstone
of our success; and
Be a Responsible Corporate – Instill a culture of acting lawfully,
ethically and responsibly in line with our obligations.
Our commitment to D&I is reflected in our company Values, which are
our guiding principles and essential to our success. We appreciate the
value that diversity brings to our business and we acknowledge, honour
and respect Aboriginal and Torres Strait Islander peoples, culture, and
history.
In FY2022, we also continued our focus on gender diversity. The Group
has sustained its female participation rates across senior leadership
positions and across the Group. BSA continues to target improved
female participation. This focus will continue more broadly across the
business in FY2023.
Our four key approaches to diversity remain unchanged and include:
•
•
•
•
Creating a workplace culture that embraces and respects
diversity and inclusion;
Addressing gender diversity in all areas of the organization;
Improving overall diversity in recruitment; and
Committing to a series of transparent checks and balances.
Every year, our team connects with thousands of customers across
construction, business and residential sites Australia-wide to deliver our
services. With a large technical workforce touching many communities
within these areas, we acknowledge that BSA has a significant
responsibility to contribute. Our Plan underpins our commitment to be
genuine in our approach and not to focus exclusively on employment
and procurement metrics.
CEO’s REPORT
BSA is a “relevant employer” under the Workplace Gender Equality Act
and the most recent “Gender Equality Indicators”, as defined in and
published under that Act. Both are available to view on our website.
Group
Board
Senior Leadership
Group
Target FY2022
Actual FY2022
Female
14%
22%
20%
Male
86%
78%
80%
Female
Male
20%
22%
20%
80%
78%
80%
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
The Group recognises the importance of environmental, social and
governance (ESG) practices as part of our corporate responsibility.
BSA will evaluate key issues that contribute to the future of the Group,
delivering returns to shareholders. BSA is currently evaluating its
strategy and alignment with key clients . This will include an assessment
of key sustainability insights and incorporating these into the broader
BSA strategy. Key items identified include:
•
•
•
•
•
•
•
•
•
Health and wellbeing
Corporate governance and ethics
Cybersecurity
Contractor engagement
Economic landscape
Climate Change
Human rights
Diversity and inclusion
Community
Design and construction of the fire suppression
systems at the new Sydney Football Stadium.
9
BSA LIMITED ANNUAL REPORT 2022 CEO’s REPORT
Communications & Utility
Infrastructure (CUI)
BSA | Communications & Utility Infrastructure (“CUI”) successfully delivered strong
revenue growth by capitalising on higher market share from existing contracts, but
also mobilizing new contract wins which extend over several years.
CUI full year revenue increased by $33m predominately due to higher nbn market
share and demand compared to FY2021. This significant nbn revenue growth was
offset by COVID-19 work restrictions on other customer platforms (including Vector,
Foxtel and Telstra). As a result EBITDA return decreased by 53% and was further
impacted by significant one-off mobilisation costs for the new/renewed contracts.
COVID-19 work restrictions impacted the efficiencies on all customer platforms due
to increased infection-control protocols.
With contracts now fully mobilised throughout FY2022 and COVID-19 work
restrictions eased, returns for CUI are expected to increase in FY2023.
The division continued to diversify its fixed-line customer base by securing Axicom
as a new key wireless strategic client.
The governments continued investment into the nbn network will be a key target
area for the division going forward whilst pursuing further diversification into the
Wireless and Smart Metering growth markets.
Telecommunications customer
equipment installation and testing.
10
BSA | CUI
$244.1 million
Revenue
FY2021 $211.1million
$8.1 million
EBITDA
FY2021 $16.9million
*pre-significant items
KEY AREAS OF FOCUS FOR
FY2023 INCLUDE:
• Optimising and organically growing
existing fixed line platinum customer
base;
• Expanding our Wireless customer
base by capitalising on our SAED and
Build capabilities;
• Expanding our Smart Metering
customer base;
• Retaining our people to maintain our
competitive advantage;
• Continuing to lead the market with
our Customer Experience Program;
and
•
Implementing robust cost
containment initiatives to mitigate
cost pressures from global and local
market forces.
BSA LIMITED ANNUAL REPORT 2022 NBN network activation and assurance
services in Victoria and New South Wales.
11
BSA LIMITED ANNUAL REPORT 2022 CEO’s REPORT
Advanced Property Solutions
(APS)
In FY2022, BSA | Advanced Property Solutions (“APS”) consolidated on structural changes made in the prior year, and accelerated the focus
on business development, improving our win rate by over 10 percentage points and developing our pipeline to contain over $700m in active
opportunities.
APS full year revenue increased by $10.9m despite the continued impact of the COVID-19 pandemic on our service business’ customers, especially
in the tertiary education and retail sectors. Coupled with the increase in overhead structures implemented pre-COVID-19, these significantly affected
profitability for the division, resulting in a $4.0m EBITDA loss for FY2022 (vs $9.4m EBITDA profit in FY2021 – FY21 includes Jobkeeper benefits).
We continue to right-size the overhead structure to address operating performance.
BSA | APS
$222.3 million
Revenue
FY2021 $211.4million
$(4.0) million
EBITDA
FY2021 $9.4million
*pre-significant items
Key new clients and projects for the year are outlined below.
NEW SERVICE CONTRACTS
•
•
•
•
NT Government – HVAC/Mechanical Services for Group 7 facilities (NT)
VIC/NSW Corrections, Honeywell – Mechanical and Fire Service (VIC/NSW)
I-MED Radiology Network – Mechanical Services (VIC, QLD, SA, TAS, NT and
WA)
Sydney Catholic Schools – Mechanical Services (NSW)
These new service contracts help to cement APS’ credentials as a true multi-service
provider nationally, being able to provide our customers with a one-stop shop for
maintenance and optimisation of all their facility’s hard assets. Combined with this
service capability and footprint, the following new projects wins and completed
projects will further support building the installed base of service customers for APS.
NEW CONSTRUCTIONS AND PROJECTS
•
•
•
•
•
•
•
•
Perth Centre for National Resilience, Multiplex – Fire Detection/Suppression,
HVAC/Mechanical, and Building Management Systems/BMS (WA)
ALDI BMcS Project, Aldi – Building Management Control Systems across the
Aldi portfolio of over 500 Australian stores (National)
Southern Queensland Correctional Precinct Stage 2, John Holland Group -
Fire Detection and Suppression (QLD)
101-121 Castlereagh St, Scentre Group – HVAC/Mechanical Upgrade (NSW)
Bendigo Health, ADCO Construction – HVAC/Mechanical and Fire Detection
(VIC)
SYD066 Data Centre, Hutchinson Builders – Fire Detection and Suppression
(NSW)
NextDC M2 Stage 3 Data Centre, Kapitol Group – HVAC/Mechanical (VIC)
RAAF Tindal, Barpa – HVAC/Mechanical, Fire Detection/Suppression, and
BMS (NT)
We have successfully completed various projects during the year, including:
•
•
•
•
•
80 Anne Street, Mirvac – Fire Detection and Suppression (QLD)
Grosvenor Place - Central Energy Plant Upgrade (NSW)
HMAS Cerberus, BARPA - HVAC building refurbishment and upgrade (VIC)
Sydney University Engineering Faculty, Laing O’Rourke – Fire Detection and
Suppression (NSW)
Paramatta Square, Built – Fire Detection and Suppression (NSW)
Looking forward, FY2023 will see APS continue the focus on growth through
projects, while further streamlining the service business, and leveraging our
significant BMS/IoT capability. This will allow APS to provide services to our
customers which reduce their overall costs, by optimizing equipment uptime and
reducing reactive service requirements.
12
BSA LIMITED ANNUAL REPORT 2022 Design and construction of fire suppression systems at
the new Sydney Football Stadium for John Holland.
CEO’s REPORT
OUTLOOK AND GROWTH
In April the Group removed its previous guidance of $750m revenue at minimum 5% EBITDA margin by FY2024. While we have stepped back from
our outer market goal, this does not diminish the ambitions of the Group to improve financial performance. We have taken the necessary measures to
reduce cost base to appropriately match forecasted revenue and focus on cash conversion initiatives to maximise free cash flow.
This will provide BSA with the necessary platform to achieve future growth. The Group has implemented a three horizon view to its strategic journey,
which has been embraced by all stakeholders:
FOCUS
• Key tender targets
• Commercial improvement
• Scalable systems
TRANSFORM
• Accelerated growth on our terms
• Client Partnerships
•
Increased shareholder returns
STABILISE
• Structural optimization
• Return to cash backed profits
• Core system functionality
• Exit low performing platforms,
branches and projects
CONCLUSION
Despite the challenging year, there are signs that the Group is heading in a positive direction. The last quarter of FY2022 has shown a steady return
to profitability and there is a high level of engagement across the business.
Thank you to our supportive shareholders and we look forward to making further progress in FY2023.
Arno Becker
Interim CEO | 23 August 2022
13
BSA LIMITED ANNUAL REPORT 2022 DIRECTORS’ REPORT
THE BOARD OF DIRECTORS PRESENTS ITS REPORT
The Directors of BSA Limited (the ‘Company’) present their report on the Company and its subsidiaries (the ‘Group’ or ‘BSA’) for the financial year
ended 30 June 2022.
THE BOARD OF DIRECTORS AS AT 30 JUNE 2022 AND AT REPORTING DATE
NICHOLAS YATES
INTERIM CHAIR AND NON-EXECUTIVE
DIRECTOR
Mr Yates graduated with a Bachelor of Engineering (Mechanical) from
the University of Sydney and went on to forge an extensive career in
the construction, building services and facilities management industries.
Commencing as a site engineer overseeing mechanical services
installations, Nicholas then progressed through various management
roles within Lend Lease and eventually moved on to become CEO of
APP Corporation Pty Limited, Australia’s leading Construction Project
Management consulting business. When APP was acquired by Transfield
Services, Nicholas moved into a series of leadership roles within Transfield
Services, most recently Chief Executive Officer, Infrastructure ANZ.
Nicholas sits on the Boards of a number of listed and private companies.
He was appointed Managing Director and Chief Executive Officer of
BSA on 13 March 2014 and retired from that position on 9 March 2020.
Nicholas remains on the Board as a Non-executive Director. On 29 March
2022, Nicholas was appointed as Interim Chair of the BSA Board.
Nicholas was appointed as a Non-executive Director of Saunders
International Limited (ASX:SND) on 16 September 2020. As at 30 June
2022 and at reporting date Nicholas is a member of the Remuneration
Committee and holds 4,753,483 shares and 500,000 options in BSA (nil
rights).
DAVID PRESCOTT
NON-EXECUTIVE DIRECTOR
Mr Prescott is the founder, Managing Director and Portfolio Manager of
Lanyon Asset Management, a value-oriented equities fund manager. He
has over 20 years investing and financial analysis experience working
for firms in Australia and the UK. David was previously Head of Equities
at institutional fund manager, CP2 (formerly Capital Partners). David
has an Economics degree from the University of Adelaide, a Graduate
Diploma in Applied Finance and Investment from the Securities Institute
of Australia (FINSIA) and is a CFA Charterholder. David was appointed
as a Non-executive Director on 3 June 2019. As at 30 June 2022 and at
reporting date David is the Chairman of the Remuneration Committee
and is the Managing Director and Portfolio Manager of Lanyon Asset
Management which holds 128,272,954 shares and 30,614,070 options in
BSA (nil rights).
14
CHRISTOPHER HALIOS-LEWIS
NON-EXECUTIVE DIRECTOR
Mr Halios-Lewis has over 20 years accounting and financial experience
in auditing, public practice and industry. He is currently Chief Financial
Officer and member of the executive team of the WIN Group and
Birketu Pty Limited. Christopher is heavily involved with strategy and
business development, sits on a number of Boards as a director and is
Company Secretary for all WIN and Birketu companies and Illawarra
Community Foundation. Christopher is a member of the Finance
Committee of Free TV and director of Wollongong Wolves Football
Club. Christopher was appointed as a Non-executive Director on 2
September 2019.
As at 30 June 2022 and at reporting date Christopher is a member
of the Audit Committee and is Chief Financial Officer of Birketu Pty
Limited which holds 96,114,870 shares and 22,939,110 options in BSA
Limited (nil rights).
MICHELLE COX
NON-EXECUTIVE DIRECTOR
(Appointed 30 July 2021)
Mrs Cox is a professional Independent Non-executive Director and
has held executive leadership roles in a variety of sectors with over 25
years’ experience. Michelle has multi-national experience in marketing,
communications, travel, tourism, hospitality and acquisitions. Previous
appointments include Executive Director, Mergers and Acquisitions
for Bastion Collective; Managing Director, Asia Pacific for STA Travel
and General Manager Marketing for the APT Group. Implementing
cultural and strategic change while improving bottom-line results and
motivating teams to peak performance are areas of particular strength.
Michelle is also an award winning author, podcast host and ceramist -
her creative endeavours found under the business called The Wabi Sabi
Series. Michelle has an Associate Diploma in Applied Science (Victoria
University) and is a Graduate of the Australian Institute of Company
Directors.
Michelle is currently a Non-executive Director on the board of tourism
adventure company Experience Co (ASX:EXP) (appointed 1 January
2020), has held a Director role on the Board of Tourism Tasmania for
the past seven years and continues to be a shareholder in the tourism
marketing consultancy firm The Linchpin Company.
Upon her appointment as a Non-executive Director on 30 July 2021 and
as at reporting date Michelle held nil shares, options or rights in BSA
Limited and is a member of the Audit Committee.
BSA LIMITED ANNUAL REPORT 2022 BRENDAN YORK
NON-EXECUTIVE DIRECTOR
(Appointed 16 November 2021)
Mr York is a Chartered Accountant and a Bachelor of Business
Administration and Commerce. He has over 18 years of managerial,
accounting and reporting expertise in Executive and Non-executive
roles, with experience in accounting, marketing services, building
products and funds management industries. Currently, Brendan is a
portfolio manager for NAOS Asset Management Limited and most
recently was the Chief Financial Officer and Company Secretary of
Enero Group Limited (ASX: EGG). Brendan is a Non-executive Director
of Big River Industries Limited (ASX:BRI) and a Non-executive Director
and Chair of the Audit Committee for Wingara AG Limited (ASX:WNR).
As at 30 June 2022 and at reporting date Brendan is the Chairman
of the Audit Committee and is a Portfolio Manager of NAOS Asset
Management which holds 195,440,707 shares and 57,120,458 options in
BSA (nil rights).
DIRECTORS’ REPORT
DIRECTOR INDEPENDENCE
The Board considers one of BSA’s current Directors
independent, as defined under the guidelines of the
ASX Corporate Governance Council, being: Michelle Cox.
While this results in a majority of Directors not being
independent, the Board believes the current composition
of the Board is fit for purpose and also has material
shareholder representation.
In assessing the independence of Directors, the Board
follows the ASX guidelines as set out in the Corporate
Governance Statement on the Group’s website.
PERFORMANCE OF DIRECTORS
In accordance with Principle 1.6 of the ASX Corporate
Governance Principles and Recommendations, the Board
conducts a review of the performance of its Directors and
the Board’s function as a whole each year. The evaluation
of Directors is carried out in accordance with the process
established by the Board, led by the Chairman of the
Remuneration Committee.
COMPANY SECRETARY
Mr Graham Seppelt held the role as the Company Secretary
for the entire year and has extensive experience as a
contract accountant and in corporate advisory roles. He
is currently Company Secretary for Erinbar Limited and
Bioclenz Technologies Limited.
ENVIRONMENTAL REGULATION AND
PERFORMANCE
BSA was not subject to any particular or significant
environmental regulations of the Commonwealth, individual
states, or territories, during the financial year.
CORPORATE GOVERNANCE
BSA continued to follow best practice recommendations
as set out by the ASX Corporate Governance Council.
Where the Company has not followed best practice for any
recommendation, explanation is given in the Corporate
Governance Statement which is available on the Company’s
website at www.bsa.com.au/about/corporate-governance.
REVIEW OF OPERATIONS
Information relating to the operations of BSA including a
description of principal activities, a review of operations,
significant changes in activities and affairs during the year
and likely future developments and prospects can be found
in the Chairman’s Report and CEO’s Report.
15
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
CONTENTS - REMUNERATION REPORT
SECTION 1. OVERVIEW OF THE REMUNERATION REPORT
SECTION 2. ADDRESSING THE FY2021 REMUNERATION REPORT STRIKE
SECTION 3. REMUNERATION GOVERNANCE
SECTION 4. REMUNERATION POLICY
SECTION 5.
INCENTIVE PLAN OPERATION
SECTION 6. BUSINESS PERFORMANCE AND AT-RISK REMUNERATION OUTCOMES
SECTION 7. FY2022 AT-RISK REMUNERATION OUTCOMES
SECTION 8. KMP SERVICE AGREEMENTS
SECTION 9. FY2022 REMUNERATION OUTCOMES
SECTION 10. OTHER STATUTORY DISCLOSURES
1. OVERVIEW OF THE REMUNERATION REPORT
The Directors present the Remuneration Report for the Company and its controlled entities (the ‘Group’ or ’BSA’) for the year ended 30 June 2022
(‘FY2022’). This report forms part of the Directors’ Report and has been audited in accordance with section 308(3C) of the Corporations Act 2001
and Australian Accounting Standards. The report sets out the remuneration arrangements for the Group’s Key Management Personnel (‘KMP’),
comprising its Non-executive Directors (‘NED’), Chief Executive Officer (‘CEO’) and Chief Financial Officer (‘CFO’), who together have the authority
and responsibility for planning, directing and controlling the activities of the Group.
The KMP of BSA in FY2022 are listed below.
Name
Position
Term as KMP in FY2022
Non-executive Directors
Nicholas Yates
David Prescott
Christopher Halios-Lewis
Michelle Cox
Brendan York
Group Executive
Arno Becker
Former KMP
Michael Givoni
Paul Teisseire
Timothy Harris
Interim Chair and Director
Interim Chair - Commenced 3 March 2022
Director - Full year
Director
Director
Full year
Full year
Independent Director
Commenced 30 July 2021
Director
Commenced 16 November 2021
Interim Chief Executive Officer
and Chief Financial Officer
Interim Chief Executive Officer - Commenced 15 April 2022
Chief Financial Officer - Full year
Independent Non-Executive Chair
Retired 3 March 2022
Independent Non-Executive Director
Retired 16 November 2022
Chief Executive Officer (Executive
Director)
Ceased role 29 April 2022
For the remainder of this report the CEO and CFO are referred to as KMP.
16
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
2. ADDRESSING THE FY2021 REMUNERATION REPORT STRIKE
In accordance with the Corporations Act, the Group is required to gain at least 75.0% approval for the annual Remuneration Report at the Annual
General Meeting (‘AGM’). The FY2021 Remuneration Report was presented at the 16 November 2021 AGM and received a 40.6% approval vote.
The KMP have held meetings with major shareholders since the AGM to address concerns raised, including the linkage between current financial
year performance and KMP remuneration outcomes, the existing Class Action, restoration of profitability and capital management of the Group. To
address this, in FY2022 the Group has focused on a number of strategic objectives including:
•
•
•
•
•
•
a resolution to the Class Action provisionally settled in February 2022 which the Board believes was in the best commercial interests of the
Group’s shareholders;
a significant reduction to the current cost base of the business to better align against current revenue generation and delivery of margin;
a $13.5m before costs, capital raise in April 2022 to provide necessary working capital for the Group and underpin its financial position;
the rotation of the Board including Nicholas Yates being appointed as Interim Chair following Michael Givoni’s retirement as a Director,
the appointment of a new Independent Non-Executive Director Michelle Cox and the appointment of Brendan York as a Naos Asset
Management (the Group’s largest shareholder) nominee Non-Executive Director;
the commencement of a search for a new CEO following the resignation of Tim Harris in April 2022; and
retention of key revenue generating employees in both the CUI and APS divisions.
The Board believes the above actions were all necessary steps to give management the best possible chance of future success for the Group and
that this strongly aligns remuneration to shareholder returns. The Board is comfortable that the existing remuneration framework serves the right
purpose of incentivising management to drive future growth. As noted in section 7 the FY2022 at-risk remuneration outcomes for KMP are nil and
are reflective of the weaker financial performance of the Group in FY2022.
3. REMUNERATION GOVERNANCE
The remuneration of NED and KMP is ultimately approved by the Board. Recommendations for the
remuneration of NED and KMP is provided by the Remuneration Committee.
BOARD
REMUNERATION COMMITTEE
The Remuneration Committee is the key governing body with respect to remuneration matters
within the Group. It oversees NED, KMP and Group-wide remuneration quantum and structure. The
Corporate Governance Statement and the Remuneration Charter provides further information on the
role of this committee.
MANAGEMENT
Makes recommendations and provides relevant information to
the Remuneration Committee and undertakes work as directed
by the Remuneration Committee, including the use of external
advisers where appropriate.
EXTERNAL ADVISERS
The Remuneration Committee engages and considers advice
from independent remuneration consultants where appropriate
in relation to KMP remuneration matters and NED fees.
During the year, no remuneration recommendations as defined in section 9B of the Corporations Act 2001 were provided. There were no
remuneration consultants used during the year.
17
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
4. REMUNERATION POLICY
As outlined in section 3 the Remuneration Committee oversees the structure and quantum of NED and KMP remuneration. Key principles involved in
the determination of structure and quantum of the NED and KMP framework are outlined below.
Non-executive Directors
Principle
Application
Competitiveness and
reasonableness
Shareholder alignment
Performance linkage of
compensation
Transparency
NED remuneration reflects the demands that are made of the Directors and their responsibilities. The Chair’s fees are
determined independently to the fees of other NEDs. All fees are based on the Director’s experience and comparative roles
in the external market. The Chair is not present at any discussions relating to determination of their remuneration.
NED fees are determined within an aggregate Directors’ fee pool limit, which is periodically recommended for approval
by shareholders. The maximum currently stands at $750,000 per annum and was last approved by shareholders at the
AGM on 16 November 2021.
NED remuneration is not linked to the Group’s financial performance as variable remuneration is not consistent with the
principles of remuneration for those acting in a role of oversight and governance. NEDs receive fixed remuneration which
includes fees and statutory superannuation and are not eligible for any other retirement schemes or benefits. The NEDs
are entitled to participate in the Non-executive Director Fee Sacrifice Equity Plan (‘NED Plan’) as outlined in section 5.
The current base remuneration for NED was last reviewed and determined on 26 June 2012. NED fees include the
requirement to sit on at least one Board committee for the duration of their tenure. No additional fees are payable
in relation to Chairing of the Audit & Risk Committee or the Remuneration Committee. A Director’s expected time
commitment is a minimum ten hours per month.
Non-executive Director Role
Chair
Other Non-executive Directors
Key Management Personnel
Fees
$
155,299
83,236
Superannuation
$
Total
$
15,530
8,324
170,829
91,560
The KMP, along with NEDs have the authority and responsibility for planning, directing and controlling the activities of the Group. The Group’s
remuneration framework for KMP reflects the following key principles:
Princple
Application
Competitiveness and
reasonableness
Remuneration structures and quantum are designed to address the following key drivers of competitiveness and
reasonableness:
• Rewards capability and experience: remuneration quantum and mix is reviewed from time to time for market
competitiveness given the nature of the roles and experience of the KMP’s undertaking those roles.
• Reflects competitive reward for contribution to financial performance: primary driver of target variable at-risk
remuneration is Group financial performance.
• Provides a clear structure for earning rewards: Key Performance Indicators (‘KPIs’) are clearly defined and
approved by the Remuneration Committee, with any variable at-risk reward paid (including any discretionary
award) approved by the Remuneration Committee.
• Provides recognition for contribution: Fixed Remuneration comprises 84% of KMP remuneration to reflect baseline
expectations of the role with target variable at-risk remuneration of 16% in recognition of expectations of strong
performance against KPIs.
Remuneration structures and quantum are designed to address the following key drivers of shareholder alignment:
• Achievement of target financial profit as a core component of performance reward: payment of any variable at-
risk remuneration is based on a Group financial performance gateway.
Shareholder alignment
• Focusing each executive on key performance metrics relevant to the role: KPIs are clearly defined and approved
by the Remuneration Committee, with any variable at-risk reward paid (including any discretionary award)
approved by the Remuneration Committee.
• Attracts and retains high calibre executives: remuneration quantum and mix is reviewed from time to time for
market competitiveness given the nature of the roles and experience of the KMP’s undertaking those roles. In
addition, Deferred Incentives include retention requirements for up to three years from the commencement of the
financial year on which the at-risk variable reward is determined.
18
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
Performance linkage of
compensation
Remuneration structures and quantum are designed to address the following key drivers of performance linkage of
compensation:
• Achievement of target financial profit as a core component of performance reward: payment of any target
variable at-risk remuneration is based on a Group financial performance gateway.
• Focusing each executive on key performance metrics relevant to the role: KPIs are clearly defined and approved
by the Remuneration Committee, with any variable at-risk reward paid (including any discretionary award)
approved by the Remuneration Committee.
• Provides recognition for contribution: Fixed Remuneration comprises 84% of KMP remuneration to reflect baseline
expectations of the role with target variable at-risk remuneration of 16% in recognition of expectations of strong
performance against KPIs.
As a result of the above principles and framework the continuing KMP target remuneration is as follows:
KMP Target Remuneration
Interim
CEO
84%
8%
8%
-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
Fixed
STI
Deferred Incentive
The components of KMP target remuneration are outlined below.
Component
Description
Fixed
STI
Deferred Incentive
Fixed remuneration is structured as a total employment cost package which may be delivered as a combination of cash,
post-employment benefits (superannuation), and prescribed non-financial benefits at the KMP discretion. KMP are
offered a base pay that is reviewed annually to ensure it is competitive with the market and reflects the responsibilities
of the position. There are no guaranteed base pay increases included in the KMP terms of employment. All KMP receive
statutory superannuation benefits which are included in their fixed remuneration.
KMP remuneration includes participation in the BSA Performance Reward Plan (‘PRP’), an incentive based on
achievement of KPIs across safety, financial, people and customer metrics for the Group. An Earnings Before Interest
and Tax (‘EBIT’) Gateway must be achieved to trigger payments under the plan to ensure variable at-risk reward is only
available when value has been created for shareholders. The Remuneration Committee is responsible for assessing
whether the targets are met. Targets are set at the beginning of each financial year and are set for the year. Incentive
payments are adjusted in line with actual performance versus target performance levels.
The PRP incentive is comprised of two components:
• Short Term Incentive (‘STI’) which is paid to the KMP in cash after the final audited results on which the EBIT is
calculated have been released in the Annual Report, and
• Deferred Incentive, which is outlined below.
Actual outcomes of the PRP incentive plan operations are outlined in section 6.
To the extent an incentive is awarded to the KMP under the PRP outlined above, 50% of the incentive is paid in cash and
the remainder is awarded via a Deferred Incentive. This Deferred Incentive is subject to a service condition of 24 months
(two financial years after the end of the year in respect of which the award is calculated), i.e. for those incentives based
on FY2022 performance, the KMP must remain employed by the Group until at least the end of FY2024 to receive the full
award.
The Deferred Incentive is primarily via an issue of Service Rights which convert to shares once the KMP has met the
service vesting conditions. These Service Rights are governed by the BSA Limited Rights Plan Rules. Under the Plan rules
the Remuneration Committee retains discretion to award the Deferred Incentive as either cash or as Service Rights.
Actual outcomes of the PRP incentive plan operations are outlined in section 6.
The Remuneration Committee retains the ability to pay a discretionary award with any award made under discretionary considerations outlined in
section 5.
19
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
5. INCENTIVE PLAN OPERATION
Employee Performance Rights Plan
The BSA Performance Reward Plan (‘PRP’) provides KMP the opportunity to earn an incentive that is contingent upon performance against a
combination of agreed financial and non-financial performance targets, which are set by the Board in consultation with the CEO at the start of each
financial year.
Feature
Delivery
Description
Delivered as a combination of cash (50%) and deferred equity (50%).
Performance period
Annual financial year, 1 July to 30 June the following year.
Eligibility
The KMP participate in the PRP. Various other senior management within the Group are also eligible for the PRP.
The PRP opportunities for the Interim CEO are outlined below:
Reward opportunities
Performance level
Below threshold
Threshold
Target
Maximum
% Fixed Remuneration
nil%
16%
20%
24%
The above reward opportunity is split 50% cash paid within 4 months of the end of the financial year and 50% issued as
deferred Service Rights which vest into shares two financial years after the end of the year in respect of which the award
is calculated, subject to the KMP meeting the service vesting conditions.
A Board approved Earnings Before Interest and Tax (‘EBIT’) Gateway (‘Group Budget’) must be achieved to trigger any
payments under the PRP. These metrics are as follows:
Threshold
Below 90% Group budgeted EBIT
90% Group budgeted EBIT
100% Group budgeted EBIT
120% Group budgeted EBIT
PRP bonus available
(% of target available for assessment against KMP KPIs)
nil%
80%
100%
120%
Performance measures
Once the EBIT gateway is met and scaled as noted above, a participant’s individual PRP award is determined based on
individual KPIs. For the KMP these KPIs are as follows:
KPI
Interim CEO / CFO Weighting (%)
Safety: site visits and inspections and incident deep dives
Financial: Group EBIT
Financial: Cash Conversion
People: Retention and engagement
Other project specific individual KPIs
10%
35%
15%
10%
30%
Deferred Incentive vesting
criteria
The deferred Service Rights are conditional and only vest if the KMP remains employed by the Group up to and including
two financial years after the end of the year in respect of which the award is calculated (i.e. for FY2022 deferred service
rights the KMP is required to be employed up to and including 30 June 2024).
Valuing deferred awards
The number of Service Rights issued to participants is calculated by dividing 50% of the PRP award dollar value by the
volume weighted average price (‘VWAP’) of the Group’s ordinary shares over the 10 trading days subsequent to the
release of the Annual Report for the relevant financial year on which the PRP outcomes was determined.
Board discretion
The Board may exercise discretion to adjust the PRP outcomes to more appropriately reflect the performance of the
Group. The Board also retains discretion to adjust vesting outcomes in any circumstances to ensure they are appropriate.
20
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
Non-executive Director Fee Sacrifice Equity Plan
The Non-executive Director Fee Sacrifice Equity Plan (‘NED Plan’) purpose is to:
•
•
•
facilitate the acquisition of equity in the Group by NEDs serving on the board because it aligns their interests with shareholders,
preserve the independence of NEDs by ensuring that NEDs participate in a separate equity plan from the employee BSA Limited Rights Plan
for which the NEDs set vesting conditions, and
overcome the challenges faced by NEDs in acquiring equity on-market due to governance and regulatory issues in a manner that is intended
to demonstrate good governance.
The NED Plan allows for eligible NEDs, subsequent to AGM approval, to sacrifice a portion of their NED fees for an equivalent number of deferred
Rights which covert into shares of the Group. The deferred Rights are issued within 30 days of the NED application and convert to shares 90 days
after the issue of the deferred Rights. The shares are held in the NEDs name and are restricted from trading until the earlier of 15 years from grant
date or the date the NED no longer serves on the Board of the Group.
As the NED Plan allows for the sacrifice of NED fixed remuneration for a fixed value of shares this plan is considered a type of fixed remuneration
share- based payment.
6. BUSINESS PERFORMANCE AND AT-RISK REMUNERATION OUTCOMES
The charts below show the Group’s performance and percentage of Remuneration which was performance related in the five-year period ended 30
June 2022.
Net Profit
EBITDA
FY2018
FY2019
FY2020
FY2021
FY2022
30.0%
30.0
25.0%
20.0%
15.0%
10.0%
5.0%
20.0
10.0
-
(10.0)
(20.0)
(30.0)
0.0%
(40.0)
FY2018
FY2019
FY2020
FY2021
FY2022
15.0%
30.0%
25.0%
20.0%
Underlying NPAT ($'m)
Statutory NPAT ($'m)
Performance related bonuses (%)
Underlying EBITDA ($'m)
Statutory EBITDA ($'m)
Performance related bonuses (%)
EBITDA & NPAT Margins
Earnings per Share
FY2018
FY2019
FY2020
FY2021
FY2022
FY2018
FY2019
FY2020
FY2021
FY2022
30.0%
4.00
25.0%
20.0%
15.0%
10.0%
5.0%
2.00
-
(2.00)
(4.00)
(6.00)
(8.00)
0.0%
(10.00)
Underlying EBITDA (% Revenue)
Underlying NPAT (% Revenue)
Performance related bonuses (%)
Underlying EPS (cps)
Statutory EPS (cps)
Performance related bonuses (%)
Other Group performance metrics over the last five years were as follows:
Financial Year
FY2018
FY2019
FY2020
FY2021
FY2022
Closing Share Price ($)
Dividends declared per share (cents)
Performance related bonuses (%)
0.305
0.5
15.6%
0.325
0.5
3.8%
0.300
1.0
25.8%
0.325
1.0
10.8%
0.069
nil
0.9%
•
•
•
•
Underlying and Statutory NPAT, EBITDA and Earnings per Share (‘EPS’) excludes the financial performance of discontinued HVAC Build
operations.
FY2018 to FY2021 EPS amounts have been restated to reflect the bonus issue impact of the Accelerated Non-Renounceable Entitlement
Offer (‘ANREO’).
Performance related bonuses are calculated as: performance related cash and share-based payments as a percentage of total KMP
remuneration as disclosed in the Remuneration Report.
Closing share price 30 June 2017: $0.340.
20.0
10.0
-
(10.0)
(20.0)
(30.0)
(40.0)
(50.0)
6.0%
5.0%
4.0%
3.0%
2.0%
1.0%
-
(1.0)%
(2.0)%
(3.0)%
10.0%
5.0%
0.0%
30.0%
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
21
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
As noted in the CEO Report and detailed in Section 2 of this Remuneration Report, FY2022 has involved the management and resolution of
significant legacy issues related to the Class Action, navigation of the on-going impacts of the COVID-19 pandemic and resulting impacts on the
economic, political and public health environment. The consequences of this have impacted the Group materially such that EPS pre significant items
has declined to (1.07)cps. Despite this, the Board believes that historical business performance and in particular FY2022 is not reflective of the
number of strategic objectives achieved during FY2022 which set up the Group for improved financial metrics in FY2023, a more resilient balance
sheet and opportunities for growth.
7. FY2022 AT-RISK REMUNERATION OUTCOMES
FY2022 PRP outcomes
As noted in Section 5 the PRP plan includes a Group EBIT Gateway whereby at least 90% of Budgeted FY2022 EBIT must be achieved prior to the
KMP’s performance against their Board approved KPIs being assessed. In FY2022 the Group EBIT significant items of ($7,392) thousand was below
the 90% threshold and as such $nil was payable with all the PRP incentive forfeited.
FY2022 Other KMP incentive outcomes
KMP other incentive outcomes below are based on current estimates, with final remuneration decisions to be made in September 2022 in
accordance with the Group’s standard performance remuneration reward cycles.
The FY2021 Remuneration Report reflected expected remuneration outcomes related to FY2021, with the KMP estimated to receive a discretionary
incentive of 25% of their target PRP outcomes. The adjustment for actual payment related to the FY2021 period as well as the impacts of share-
based payments issued in prior periods is recognised in the FY2022 Remuneration Report. These amounts are reflected in the key remuneration
tables as follows:
Name
FY2022
Cash Bonus
Prior periods Cash Bonus (1)
FY2022
Share-based payments (2)
Prior periods
Share-based payments (2)
Arno Becker
Timothy Harris
-
-
5,011
4,773
-
-
1,167
(1,262)
(1) This is the difference between the estimated FY2021 bonus payable as disclosed in the FY2021 Remuneration Report and the actual payment made in October 2021.
(2) This is the portion of the share-based payment for which the three-year service condition has been met in FY2022.
FY2022 NED Plan outcomes
No transactions occurred in the NED Plan in FY2022.
8. KMP SERVICE AGREEMENTS
Name
Fixed Remuneration
Agreement term
KMP initiated notice
Group initiated notice
Redundancy
Arno Becker (1)
$355,250
Rolling contract
3 months
3 months
Amounts required
under applicable law
(1) The above fixed remuneration reflects Mr Becker’s permanent role as CFO and does not include the additional $175,000 per annum allowance related to his role as
Interim CEO.
In the event of cessation of employment, a KMP’s unvested PRP Deferred Incentive will ordinarily lapse if within the first twelve months of service
post issue of the Incentive, will vest in a pro-rata basis for the subsequent twelve-month period and will not be forfeited if the KMP is made
redundant. The intended vesting outlined above is subject to Board discretion which may be exercised in circumstances such as death, disability,
retirement, redundancy or special circumstances.
22
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
9. FY2022 REMUNERATION OUTCOMES
2022
Name
Short-term benefits
Post
Employment
Long-term
benefits
Share-based payments
Cash salary
& fees
Cash Bonus
Superannuation
Long Service
Leave
Rights
Rights
$
$
$
$
$
%
Performance
Related
%
Total
$
Non-executive Directors
Nicholas Yates (1)
Christopher Halios-Lewis
David Prescott
Michelle Cox (2)
Brendan York (3)
Michael Givoni (4)
Paul Teisseire (5)
106,690
83,236
83,236
76,468
51,817
104,042
31,445
536,934
-
-
-
-
-
-
-
-
Key management personnel
Arno Becker (6)
Timothy Harris (7)
435,915
543,301
979,216
5,011
4,773
9,784
10,669
8,324
8,324
7,647
5,182
10,404
3,144
53,694
23,568
23,568
47,136
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
117,359
91,560
91,560
84,115
56,999
114,446
34,589
590,628
-
-
-
-
-
-
-
-
5,303
6,649
11,952
1,167
(1,262)
0.2%
(0.2%)
470,964
577,029
(95)
(0.0%)
1,047,993
1.3%
0.6%
0.9%
Total
1,516,150
9,784
100,830
11,952
(95)
(0.0%)
1,638,621
0.6%
(1) Mr Yates commenced as Interim Chair on 3 March 2022 and received the Chair fee from this date and prior to this was a Non-executive Director for the full year.
(2) Ms Cox commenced as a Non-executive Director on 30 July 2021.
(3) Mr York commenced as a Non-executive Director on 16 November 2021.
(4) Mr Givoni retired as Chair and a Non-executive Director on 3 March 2022.
(5) Mr Teisseire retired as a Non-executive Director on 16 November 2021.
(6) Mr Becker commenced as Interim CEO on 15 April 2022. Refer to Section 8 for further details on fixed remuneration arrangements both as CFO and Interim CEO.
(7) Mr Harris ceased as CEO and an Executive Director on 29 April 2022.
2021
Name
Short-term benefits
Post
Employment
Long-term
benefits
Share-based payments
Cash salary
& fees
Cash Bonus
Superannuation
Long Service
Leave
Rights
Rights
$
$
$
$
$
%
Performance
Related
%
Total
$
Non-executive Directors
Michael Givoni (1)
Christopher Halios-Lewis
David Prescott
Paul Teisseire
Nicholas Yates
Mark Lowe (2)
Key management personnel
83,136
83,616
83,616
83,616
83,616
33,952
451,552
-
-
-
-
-
-
-
14,548
7,944
7,944
7,944
7,944
3,225
49,549
-
-
-
-
-
-
-
70,000
41.7%
167,684
-
-
-
-
-
-
-
-
-
-
91,560
91,560
91,560
91,560
37,177
70,000
12.3%
571,101
-
-
-
-
-
-
-
Timothy Harris
Arno Becker
706,252
343,901
52,500
13,125
21,694
21,694
8,483
6,542
68,088
1,125
1,050,153
65,625
43,388
15,025
69,213
7.9%
0.3%
5.6%
857,017
386,387
1,243,404
14.1%
3.7%
10.8%
Total
1,501,705
65,625
92,937
15,025
139,213
7.7%
1,814,505
7.4%
(1) Mr Givoni’s NED Plan rights are not performance related but are the sacrifice of Director fees.
(2) Mr Lowe retired on 25 November 2020.
23
BSA LIMITED ANNUAL REPORT 2022 REMUNERATION REPORT
10. OTHER STATUTORY DISCLOSURES
Movements in Rights
Movements in rights issued under the NED and PRP plans outlined in section 5 is presented below:
Name
Plan
Tranche
Grant
Date
Vesting
Date
Expiry
Date
Balance at
30 Jun 2021
Granted
in FY2022
Vested in
FY2022
Forfeited
in FY2022
Balance at
30 Jun 2022
Fair value
per Right
Total Fair
Value
# Rights
# Rights
# Rights
# Rights
# Rights
$
Timothy Harris PRP Plan FY2019
27 Nov 2019
30 Jun 2021
27 Nov 2034
495,616
Timothy Harris PRP Plan FY2020
25 Nov 2020 30 Jun 2022 25 Nov 2035
255,658
Arno Becker
PRP Plan FY2020
25 Nov 2020 30 Jun 2022 25 Nov 2035
63,941
815,215
-
-
-
-
(495,616)
-
-
(495,616)
-
-
-
-
Rights are granted over ordinary shares and nil is payable upon exercise.
$
-
-
0.385
255,658
0.260
66,471
63,941
0.260
16,625
319,599
Movements in Options
Mr Yates in his capacity as a shareholder in the Group subscribed for 500,000 Ordinary Shares under the ANREO. Each Ordinary Share provided
a free attaching Option. The Options allow the holder to acquire one ordinary share in the BSA Limited per Option for $0.10 per share at any time
between the Option grant date (11 May 2022) and expiry date (30 April 2025).
These 500,000 Options do not form part of Mr Yates remuneration.
Movements in Shares
Name
Non-executive Directors
Nicholas Yates (1)
Christopher Halios-Lewis (2)
David Prescott (3)
Michelle Cox (4)
Brendan York (5)
Michael Givoni (6)
Paul Teisserie (7)
Key management personnel
Arno Becker
Timothy Harris (8)
Balance at
30 Jun 2021
# Shares
Rights
exercised
# Shares
Acquired
on-market
Other
Transactions
Balance at
30 Jun 2022
Balance at
Report Date
# Shares
# Shares
# Shares
# Shares
500,000
4,753,483
4,753,483
4,253,483
-
-
-
-
1,687,853
680,012
-
550,831
7,172,179
-
-
-
-
-
-
-
-
495,616
495,616
-
-
-
-
-
-
-
-
-
100,000
(1,787,853)
-
-
-
(680,012)
-
(1,046,447)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,000
(3,014,312)
4,753,483
4,753,483
(1) Other transactions includes shares acquired under the ANREO.
(2) Mr Halios-Lewis is the Chief Financial Officer of Birketu Pty Limited which holds 96,114,870 shares and 22,939,110 options in BSA Limited at 30 June 2022.
(3) Mr Prescott is the Managing Director and Portfolio Manager of Lanyon Asset Management which holds 128,272,954 shares and 30,614,070 options in BSA Limited at 30
June 2022.
(4) Ms Cox commenced as a Non-executive Director on 30 July 2021 and held no shares in BSA Limited on her commencement.
(5) Mr York commenced as a Non-executive Director on 16 November 2021 and held no shares in BSA Limited on his commencement. Mr York is a Portfolio Manager of
NAOS Asset Management which holds 195,440,707 shares and 57,120,458 options in BSA Limited at 30 June 2022.
(6) Ceased as Chair and a Non-executive Director on 3 March 2022, other transactions represents his shareholding at cessation date.
(7) Ceased as a Non-executive Director on 16 November 2021, other transactions represents his shareholding at cessation date.
(8) Ceased as CEO on 29 April 2022, other transactions represents his shareholding at cessation date.
OTHER MATTERS
Apart from the matters disclosed in the above no other transactions have been undertaken with NED or KMP or their related parties during the
period.
End of audited Remuneration Report
24
BSA LIMITED ANNUAL REPORT 2022
DIRECTORS’ REPORT
MEETINGS OF DIRECTORS
The number of meetings of BSA’s Board of Directors and each Board committee held during the year ended 30 June 2022, and the number of
meetings attended by each Director were:
Board Meetings
Audit Committee Meetings
Remuneration Committee Meetings
Meetings
Attended
Meetings Held
during tenure
in FY2022
Meetings
Attended
Meetings Held
during tenure in
FY2022
Meetings
Attended
Meetings Held
during tenure in
FY2022
Nicholas Yates
David Prescott
Christopher Halios-Lewis
Michelle Cox
Brendan York
Paul Teisseire
Timothy Harris
Michael Givoni
21
20
21
21
16
5
17
12
21
21
21
21
16
5
17
12
1
1
3
3
3
1
*
1
1
1
3
3
3
1
*
1
4
5
2
1
*
2
*
4
5
5
3
1
*
3
*
4
*Not a member of the relevant committees, but attended by invitation.
RETIREMENT, ELECTION AND CONTINUATION IN OFFICE
OF DIRECTORS
Directors are subject to retirement by rotation and election by
shareholders at a general meeting. No Director, other than the Managing
Director, may remain on the Board for more than three years without
re-election. Where a Director is appointed during the year, the Director
will hold office until the next Annual General Meeting (AGM) and then
be eligible for election.
Paul Teisseire resigned as a Non-executive Director on 16 November
2021. Brendan York was appointed as a Non-executive Director on 16
November 2021. Michael Givoni retired as a Non-executive Director on
3 March 2022. Timothy Harris resigned as Managing Director on 29 April
2022. David Prescott and Chris Halios-Lewis are the Directors who have
been longest in office and who, being eligible, offer themselves for re-
election at the 2022 AGM.
INDEMNIFYING OFFICERS OR AUDITORS
During the year, the Company paid a premium for a contract insuring all
Directors, secretaries, Executive officers and officers of the Company,
and of each related body corporate of the Company. The insurance
does not provide cover for the independent auditors of the Company,
or of a related body corporate of the Company. In accordance with
usual commercial practice, the insurance contract prohibits disclosure of
details of the nature of the liabilities covered by the insurance, the limit
of indemnity and the amount of the premium paid under the contract.
No liability has arisen under this indemnity as at the date of this report.
OPTIONS
As at the date of this report, the unissued ordinary shares of the
Company, under option, are as follows:
Grant Date
Date of Expiry
Exercise Price
(cents)
Number under
Option
11-May-22
30-Apr-25
10.0
134,364,003
RIGHTS
As at the date of this report, the unissued ordinary shares of the
Company, under right, are as follows:
Grant Type
Grant Date
Date of Expiry
# Rights
PRP Plan (SR)
27-Nov-19
26-Nov-34
37,092
PRP Plan (SR)
25-Nov-20
24-Nov-35
1,088,365
Total
1,125,457
Fair value at
grant date
(cents)
38.5
26.0
All rights outlined above have a $nil exercise price. During the year
ended 30 June 2022, nil rights were granted under the BSA Limited
Employee Performance Rights Plan and 877,596 rights were exercised.
During the year ended 30 June 2022, there were no rights granted
under the BSA Limited NED Fee Salary Sacrifice Plan. Since 30
June 2022, 1,125,457 rights have been exercised. No person entitled
to exercise the right had, or has, any right by virtue of the right to
participate in any share issue of any other body corporate.
25
BSA LIMITED ANNUAL REPORT 2022 DIRECTORS’ REPORT
PROCEEDINGS ON BEHALF OF THE COMPANY
AUDITORS’ REMUNERATION
No person has applied to the court under section 237 of the
Corporations Act 2001 (Cth) for leave to bring proceedings on behalf of
the Company, or to intervene in any proceedings to which the Company
is a party, for the purpose of taking responsibility on behalf of the
Company for all, or part, of those proceedings.
NON AUDIT SERVICES
The Company may decide to employ the auditor on assignments
additional to their statutory audit duties where the auditor’s expertise
and experience with the Company and/or Group are important.
Details of the amounts paid or payable to the auditor (Deloitte Touche
Tohmatsu) for audit and non-audit services during the year are set out
below.
The Board of Directors has considered the position and in accordance
with the advice received from the Audit Committee, is satisfied that
the provision of non-audit services by the auditor, as set out below,
did not compromise the auditor independence requirements of the
Corporations Act 2001 (Cth) for the following reasons:
•
•
All non-audit services have been reviewed by the Audit
Committee to ensure they do not impact the impartiality and
objectivity of the auditor; and
None of the services undermine the general principles relating
to auditor independence as set out in Professional Statement
APES 110 Code of Ethics for Professional Accountants, including
reviewing or auditing the auditors own work, acting in a
management or a decision making capacity for the Company,
acting as advocate for the Company or jointly sharing economic
risk and rewards.
FY2022
FY2021
$
$
Amounts due for the financial year to Deloitte Touche Tohmatsu for:
Auditing or reviewing the financial report
482,635
383,000
Taxation services
Other non-audit services
115,000
129,335
17,000
15,000
614,635
527,335
AUDITORS INDEPENDENCE DECLARATION
The lead auditors’ independence declaration for the year ended 30 June
2022 as required under section 307c of the Corporations Act 2001 (Cth)
has been received and can be found at the end of this Directors’ Report.
ROUNDING OF AMOUNTS
The Company is a company of the kind referred to in ASIC Corporations
(Rounding in Financials/Directors’ Reports) Instrument 2016/191, dated
24 March 2016, and in accordance with that Corporations Instrument
amounts in the Directors’ Report and the financial statements are
rounded off to the nearest thousand dollars, unless otherwise indicated.
Signed in accordance with a resolution of the Board of Directors.
Nicholas Yates
Interim Chair | 22 August 2022
26
BSA LIMITED ANNUAL REPORT 2022 AUDITOR’S INDEPENDENCE DECLARATION
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
The Board of Directors
BSA Limited
Unit C4, Building C, Lidcombe Business Park
3-29 Birnie Avenue Lidcombe NSW 2141
23 August 2022
Dear Directors,
AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo BBSSAA LLiimmiitteedd
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of BSA Limited.
As lead audit partner for the audit of the consolidated financial report of BSA Limited for the year
ended 30 June 2022, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
LA De Rooij
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
27
BSA LIMITED ANNUAL REPORT 2022
FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2022
BSA LIMITED ABN 50 088 412 748
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
A
B
C
D
E
F
A1
A2
A3
B1
B2
B3
B4
B5
B6
C1
C2
C3
C4
C5
D1
D2
D3
D4
E1
E2
E3
F1
F2
F3
Company information
Key considerations
Going Concern
Segment information
Revenue
Other operating expenses
Income tax
Earnings per share
Cash flow information
Trade and other receivables
Trade and other payables
Property, plant and equipment
Intangible assets
Provisions
Financial liabilities
Equity
Contingent liabilities
Financial risk management
Group companies
Parent entity financial information
Related party transactions
Share-based payments
Restatement
Other accounting policies
29
30
31
32
33
33
34
36
37
39
41
42
43
44
45
46
48
50
52
53
55
55
59
60
61
62
64
65
s
t
n
e
m
e
t
a
t
S
l
i
i
a
c
n
a
n
F
e
h
t
o
t
s
e
t
o
N
28
BSA LIMITED ANNUAL REPORT 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
Revenue and other income
Subcontractors and raw materials used
Employee benefits expense
Significant items
Depreciation and amortisation expense
Finance costs
Other expenses
(Loss)/profit before income tax
Income tax benefit/(expense)
(Loss)/profit for the period
Other comprehensive income for the period, net of tax
Total comprehensive (Loss)/Income for the period
Earnings per share for profit from continuing operations:
Basic earnings per share
Diluted earnings per share
Note
2022
$’000
2021
Restated(1)
$’000
B2
B3
B4
B5
B5
466,360
422,546
(380,913)
(59,925)
(43,089)
(7,503)
(1,583)
(25,411)
(52,064)
9,822
(42,242)
-
(42,242)
Cents
(8.057)
(8.057)
(320,918)
(57,234)
(7,381)
(10,034)
(2,091)
(24,259)
629
(620)
9
-
9
Cents
0.002
0.002
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2 for more
details.
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
29
BSA LIMITED ANNUAL REPORT 2022 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
ASSETS
Current assets
Cash and cash equivalents
Trade receivables and other receivables
Contract assets
Inventories
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Contract liabilities
Borrowings
Lease liabilities
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Trade and other payables
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Issued capital
Accumulated losses
Profit reserve
Share-based payment reserve
Total equity
Note
C1
B2
C3
C4
B4
C2
B2
D1
D1
C5
C2
D1
C5
D2
2022
$’000
13,441
58,695
17,936
1,104
91,176
13,557
5,721
17,174
36,452
127,628
60,911
7,185
11,500
3,512
-
20,938
104,046
-
7,285
23,389
30,674
134,720
(7,092)
114,530
(122,464)
471
371
(7,092)
2021
Restated(1)
$’000
12,821
66,611
8,010
1,450
88,892
11,053
17,295
7,963
36,311
125,203
61,001
9,628
-
4,473
847
12,526
88,475
1,210
4,745
6,663
12,618
101,093
24,110
100,861
(80,222)
2,044
1,427
24,110
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2 for
more details.
The above statement of financial position should be read in conjunction with the accompanying notes.
30
BSA LIMITED ANNUAL REPORT 2022 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2022
Notes
Issued
Accumulated
Capital
$’000
Losses
$’000
Profit
Reserve
$’000
Share-based
Payment
Reserve
Total Equity
$’000
$’000
Balance at 1 July 2020(1)
100,390
(80,222)
6,368
1,368
27,904
Profit for the period(1)
Total comprehensive income for the period
Transactions with owners in their capacity
as owners:
Dividends provided for or paid
Issue of shares
Share-based payment expense
Transfers between reserves
D2
D2
F1
-
-
70
292
-
109
471
-
-
-
-
-
-
-
9
9
(4,333)
-
-
-
(4,333)
-
-
-
(167)
335
(109)
59
9
9
(4,263)
125
335
-
(3,803)
Balance at 30 June 2021
100,861
(80,222)
2,044
1,427
24,110
Notes
Issued
Accumulated
Capital
$’000
Losses
$’000
Profit
Reserve
$’000
Share-based
Payment
Reserve
Total Equity
$’000
$’000
Balance at 1 July 2021(1)
100,861
(80,222)
2,044
1,427
24,110
Loss for the period
Total comprehensive Loss for the period
Transactions with owners in their capacity
as owners:
Dividends provided for or paid
Issue of shares
Share-based payment expense
Transfers between reserves
-
-
(42,242)
(42,242)
-
-
D2
D2
F1
502
13,167
-
-
13,669
-
-
-
-
-
(2,173)
-
-
600
(1,573)
-
-
-
(323)
(133)
(600)
(1,056)
(42,242)
(42,242)
(1,671)
12,844
(133)
-
11,040
Balance at 30 June 2022
114,530
(122,464)
471
371
(7,092)
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2 for more
details.
The above statement of changes in equity should be read in conjunction with the accompanying notes.
31
BSA LIMITED ANNUAL REPORT 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest paid
Income taxes paid
Net cash (outflow) from operating activities
Cash flows from investing activities
Payments for acquisition of subsidiary
Payments for property, plant and equipment
Payments for intangible assets
Proceeds from sale of property, plant and equipment
Net cash (outflow) from investing activities
Cash flows from financing activities
Repayment of borrowings
Principal elements of lease payments
Dividends paid
Proceeds from issues of shares
Proceeds from borrowings
Proceeds from repayment of executive loans
Net cash inflow / (outflow) from financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at end of year
Note
B6
C3
C4
D2
D2
2022
$'000
483,064
(495,009)
(869)
(960)
(13,774)
(302)
(908)
(1,376)
265
(2,321)
(2,735)
(6,157)
(1,671)
12,844
14,236
198
16,715
620
12,821
13,441
2021
Restated(1)
$'000
441,395
(447,087)
(1,050)
(833)
(7,575)
(1,493)
(1,636)
(2,107)
2,892
(2,344)
(5,910)
(7,909)
(6,348)
-
5,161
4
(15,002)
(24,921)
37,742
12,821
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2 for
more details.
The above statement of cash flows should be read in conjunction with the accompanying notes.
32
BSA LIMITED ANNUAL REPORT 2022 A
NOTES TO THE FINANCIAL STATEMENTS
ABOUT THIS REPORT
A1. COMPANY INFORMATION
BSA Limited (‘the Company’) and its controlled entities (‘BSA’ or ‘the Group’) is an Australian Securities Exchange (ASX) listed Company whose principal
activities are focused on providing services across communications and utilities infrastructure and property solutions. BSA Limited is the ultimate parent
company of the Group and is a for-profit listed company limited by shares, incorporated and domiciled in Australia.
The Company’s principal place of business and registered office is Unit C4, Building C, Lidcombe Business Park 3-29 Birnie Avenue, Lidcombe NSW 2141
Financial statement characteristics
The financial statements have been approved and authorised for issue by the directors on 23 August 2022.
The financial statements are general purpose financial statements that:
• have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other Accounting
Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB),
•
include the assets and liabilities of all subsidiaries of the Company as at 30 June 2022 and the results of the subsidiaries for the year then ended. Inter-
entity transactions with, or between subsidiaries are eliminated in full on consolidation,
• have been prepared on a historical cost basis, and
• are measured and presented in Australian dollars which is the Company’s functional and presentation currency with all values rounded to the nearest
thousand dollars unless otherwise stated, in accordance with ASIC Legislative Instrument 2016/191.
Subsequent events
The Directors are not aware of any significant events since the end of the reporting period.
A2. KEY CONSIDERATIONS
In preparing the financial report certain judgements and estimates have been made by the Group. The material estimates and judgements applied in preparing
the financial report are outlined in detail in the following notes:
Note
A3 Going Concern
B2 Revenue
Key judgement or estimate
Going concern basis
Estimates of the costs to complete construction contracts
B3 Other Operating Costs
Settlement of Class Action and Consequential impacts of the COVID-19 pandemic
B4 Income Tax
C4 Intangible Assets
F2 SaaS Restatement
Recoverability of deferred tax balances
Recognition of Software-as-a-Service Intangible Assets and Impairment of Goodwill
Restatement of capitalised intangibles on the adoption and implementation of SaaS IFRIC
33
BSA LIMITED ANNUAL REPORT 2022 A
ABOUT THIS REPORT
FOR THE YEAR ENDED 30 JUNE 2022
A3. GOING CONCERN
The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and
settlement of liabilities in the ordinary course of business.
The review of operations reflects that the Group’s current period performance has been significantly impacted by COVID-19 and settlement of the Class Action.
This has resulted in the following for the year ended 30 June 2022:
• Current period net loss after tax of $42,242 thousand (2021: $9 thousand profit),
• Current period net operating cash outflow of $13,774 thousand (2021: $7,575 thousand operating cash outflow),
• Net deficiency of current assets of $12,870 thousand (2021: $417 thousand net current assets),
• Net asset deficiency of $7,092 thousand (2021: $24,110 thousand net assets),
• Cash and cash equivalents of $13,441 thousand (2021: $12,821 thousand), and
• Net cash of $1,941 thousand (2021: $12,821 thousand).
In considering the current period financial performance, financial position and liquidity, the following items have been reflected upon:
• $23,474 thousand of the current period loss relates to settlement and legal costs associated with the defence and subsequent provisional settlement of the
Class Action with settlement amounts paid and payable in three instalments in June 2022, June 2023 and June 2024 (refer to note B3 for further details),
• $11,185 thousand of the current period loss relates to the non-cash impairment of goodwill related to the Fire Build CGU, which does not impact the
Group's cashflow or going concern assessment. The reduction of EBITDA multiples for sales of similar businesses between the prior and current years’
being a key driver of this impairment (refer to note C4 for further details),
• The Group recorded an EBITDA pre-significant items of $2,137 thousand in the second half of FY2022, a $4,163 thousand EBITDA improvement on the
preceding half-year as economic factors progressively improve as a consequence of the impact of the COVID-19 starting to normalise. In the event that
the extent and duration of restrictions and economic impacts of COVID-19 are greater than anticipated, the Group will be adversely impacted, and
• The Group has available, an undrawn short-term funding facility of $32,000 thousand (as outlined in note D4) to draw as required for working capital
purposes which has no financial covenants, but is subject to Review Events (driven by current period financial performance based on a pre-defined EBITDA
measure). The Group has obtained conditional waivers with respect to Review Events embodied in actual and forecast financial position and performance
by adjusting predefined EBITDA measures and other conditions attached to the waivers. The Review Event requirements have been modified for each
of the quarters ending to 30 June 2023 with the forecast profitability in the model outlined below demonstrating that the Group will operate within the
modified Review Event requirements over this period. The Review Event requirements will revert back to the original conditions for the quarter ending 30
September 2023 on a rolling 12 month EBITDA measure.
As a consequence of the above considerations, a cash flow, profitability and liquidity forecast (“forecast”) has been prepared up to the date of the final Class
Action payment (30 June 2024). The key considerations included in this forecast are as follows:
• An increase in revenue with the lifting of COVID-19 related restrictions with higher margin complimentary revenue (reactive work). Demand has been
subdued over the past 24 months in most maintenance sectors with a significant backlog of delayed recurring service work,
•
Increased gross margins as a result of product mix with the backlog of higher margin work, forecast margins are broadly in line with April to June 2022
actual gross margins,
• No further Class Action expenditure, with suitable provisions for the final settlement and related legal fees being made in the current period,
• Consistent working capital management and sufficient liquidity to pay obligations as and when they come due,
• No expected payment of dividends until the Class Action settlement payments are completed in June 2024,
• Based upon the cash flow projections, the Group will operate within the short-term funding facility limit outlined in note D4,
• The forecast has been tested for sensitivity to reasonably possible outcomes over the forecast period and for the financial performance and position
between 30 June 2022 and the date of signing of this report, with no issues noted.
Based on the forecast, the Group will have sufficient financial performance, cash flows and liquidity for at least 12 months from the date of signing the financial
report. Accordingly, the Directors have determined it is appropriate to continue to adopt the going concern basis in preparing this financial report.
34
BSA LIMITED ANNUAL REPORT 2022 ABOUT THIS REPORT
FOR THE YEAR ENDED 30 JUNE 2022
A
However, if the Group is unable to achieve its cash flow forecast and is unable to obtain the continuing financial support of the lenders and shareholders,
material uncertainty would exist that may cast significant doubt as to the ability of the Group to continue as a going concern and therefore, it may be required
to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those stated in the financial report.
No adjustments have been made to the financial report relating to the recoverability and classification of recorded asset amounts or to the amounts and
classification of liabilities that might be necessary should the Group not continue as a going concern.
35
BSA LIMITED ANNUAL REPORT 2022 B
NOTES TO THE FINANCIAL STATEMENTS
BUSINESS PERFORMANCE
B1. SEGMENT INFORMATION
Description of segments
The Group has two operating segments based upon the products and services offered by business units within each segment. The Group presents the below
financial information to the Board of Directors on a monthly basis. The key segment performance measures are segment revenue and EBITDA. All of the
Group's operating activities are in Australia.
The Group’s reportable segments are as follows:
• BSA | Communications & Utility Infrastructure (CUI): provides services to the telecommunications, subscription television and utility industries. These
services include the delivery of bundled services over fixed line and wireless networks, the installation of subscription television and the installation of
smart meters, and
• BSA | Advanced Property Solutions (APS): provides the design, installation, maintenance and optimisation of building services for all hard assets
in facilities and infrastructure, including: Fire Detection and Suppression, Mechanical Services, Heating, Ventilation, Air Conditioning, Refrigeration,
Electrical, and Building Management Systems.
Segment performance is disclosed below.
Revenue and other income
Segment Profit/Loss
Year Ended
Year Ended
2022
$’000
244,099
222,261
-
466,360
2021
$’000
211,157
211,389
-
422,546
Note
B3
Communications & Utility Infrastructure
Advanced Property Solutions
Corporate unallocated costs
Revenue and EBITDA pre-significant items
results
Significant items
Depreciation and amortisation expense
Significant item - Impairment of Goodwill(2)
Earnings before interest and tax
Finance costs
(Loss)/Profit before tax from continuing operations
Income tax benefit/(expense)
(Loss)/Profit after tax from continuing operations
2022
$’000
8,055
(3,997)
(3,947)
111
(31,904)
(7,503)
(11,185)
(50,481)
(1,583)
(52,064)
9,822
(42,242)
2021(1)
$’000
16,961
9,368
(6,194)
20,135
(7,381)
(10,034)
-
2,720
(2,091)
629
(620)
9
1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2.
2)
Includes $11,185 thousand of impairment of goodwill related to the Advanced Property Solutions segment, classified as a significant item on the Statement of
comprehensive income. Refer to note C4.
The Group has a number of customers to whom it provides both products and services. The Group supplies a single external customer in the CUI segment who
accounts for 38% of external revenue (2021: 33%). The Group's next most significant customer is in the CUI segment and accounts for 8% of external revenue
(2021: 9%).
36
BSA LIMITED ANNUAL REPORT 2022 BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2022
B
B2. REVENUE
Key Estimates and Judgements: Revenue Recognition
Recognition of construction contract revenue and contract assets and liabilities involve the following key judgements and estimates:
• management estimates of the costs incurred to date as a percentage of the total costs required to complete the prescribed construction contract, this is
used to determine the stage of completion and accordingly recognise revenue on that basis,
• modifications to the scope of the construction contract are recognised when the Group has an enforceable right to payment, revenue in relation to
claims and variations is only included in the total contract value when the amount claimable becomes highly probable. Management uses judgement in
determining whether an approved enforceable right exists, and
• Determining the amount of variable consideration requires an estimate based on either the “expected value” or the “most likely amount”. The estimate
of variable consideration can only be recognised to the extent it is highly probable that a significant revenue reversal will not occur in the future.
Significant changes in the above estimates and judgements could have a material impact on the financial performance and position of the Group.
Revenue
Other income (1)
2022
$'000
466,145
215
2021
$'000
418,346
4,200
Total revenue and other income
466,360
422,546
(1) Other income includes $nil (2021: $3,084) in relation to the gain on the surrender of right-of-use assets over the Figtree rental premises and sale and leaseback profit of
$131 thousand (2021: $854 thousand). See note F3 for further information on the sale and leaseback.
Assets and liabilities related to contracts with customers
The Group has recognised the following assets and liabilities related to contracts with customers:
Current contract assets
Current contract liabilities
Net contract assets/(liabilities)
Revenue recognised in relation to contract liabilities
2022
$'000
17,936
(7,185)
10,751
2021
$'000
8,010
(9,628)
(1,618)
Revenue recognised in the reporting period that was included in the contract liabilities balance at the beginning of the period was $9,628 thousand (2021:
$1,654 thousand). There was no revenue recognised in the current reporting period that related to performance obligations that were satisfied in a prior year.
Accounting Policy
Revenue is measured at the fair value of the consideration received or receivable. The revenue is recognised when a customer obtains control of the goods or
services. Determining the timing of the transfer of control and the fair value of consideration receivable requires judgement.
Classification and recognition
Maintenance revenue
The Group performs maintenance services for a variety of different industries. This revenue stream is recognised on a basis consistent with when the related
services are provided to the customer. Customers are in general invoiced on a monthly basis for an amount that is calculated on either a schedule of rates or a cost
plus basis that are aligned with the stand alone selling prices for each performance obligation. Payment is received following invoice on normal commercial terms.
37
BSA LIMITED ANNUAL REPORT 2022 B
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2022
Installation revenue
The benefits from this category of work type do not transfer to the customer until the completion of the installation and as such revenue is recognised upon
completion. Customers are in general invoiced on a monthly basis for an amount that is calculated on either a schedule of rates or a cost plus basis that are
aligned with the stand alone selling prices for each performance obligation. Payment is received following invoice on normal commercial terms.
Construction revenue
The Group provides the design and installation of building services for commercial and industrial buildings including mechanical services, air conditioning, heating
and ventilation, refrigeration and fire services. Contracts entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure.
The construction of each individual piece of infrastructure is generally taken to be one performance obligation. Where contracts are entered for the building of several
projects the total transaction price is allocated across each project based on relative stand-alone selling prices. The transaction price is normally fixed at the start of the
project. It is normal practice for contracts to include bonus and penalty elements based on timely construction or other performance criteria (variable consideration).
The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on the assets being constructed, they are controlled
by the customer and have no alternative use to the Group, with the Group having a right to payment for performance to date. Generally, contracts identify various
inter-linked activities required in the construction process. Revenue is recognised on an input basis. Revenue earned is typically invoiced monthly or in some cases on
achievement of milestones or to match major capital outlay. Invoices are paid on normal commercial terms, which may include the customer withholding a retention
amount until finalisation of the construction. Certain construction projects entered into receive payment prior to work being performed in which case revenue is
deferred and recognised as a contract liability on the statement of financial position.
Other income
Primarily relates to gains on sales of property, plant and equipment or right of use assets. These gains are recognised as income when control of the underlying
asset is transferred to the counterparty.
Measurement
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to
a customer. For each contract with a customer, the Group: identifies the relevant contract with the customer; identifies the performance obligations in the contract;
determines the transaction price, which takes into account estimates of variable consideration and the time value of money (excluding credit risk); allocates the
transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and
recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration
It is common for contracts to include performance bonuses or penalties assessed against the timeliness or cost effectiveness of work completed or other
performance related KPIs. Where consideration in respect of a contract is variable, the expected value of revenue is recognised when the uncertainty associated
with the variable consideration is highly probable of being resolved. The Group assesses the constraint requirements on a periodic basis when estimating the
variable consideration to be included in the transaction price.
The estimate is based on all available information including historic performance. Where modifications in design or contract requirements are entered into, the
transaction price is updated to reflect these. Where the price of the modification has not been confirmed, an estimate is made of the amount of revenue to
recognise whilst also considering the constraint requirement.
Contract Assets and Liabilities
When the contract value recognised to date (revenue less costs incurred) is greater than progress billings to the customer, the surplus is shown as Contract assets
on the statement of financial position. For contracts where progress billings exceed the contract value recognised to date, the surplus is shown as Contract liabilities
on the statement of financial position. Amounts billed for work performed but not yet paid by the customer are included in the statement of financial position as
trade receivables.
Contract fulfilment costs
Costs incurred prior to the commencement of a contract may arise due to mobilisation/site setup costs, feasibility studies, environmental impact studies and
preliminary design activities as these are costs incurred to fulfil a contract. Where these costs are expected to be recovered, they are capitalised and amortised over
the course of the contract consistent with the transfer of service to the customer. Where the costs, or a portion of these costs, are reimbursed by the customer, the
amount received is recognised as deferred revenue and allocated to the performance obligations within the contract and recognised as revenue over the course of
the contract.
Loss making contracts
A provision is made for the difference between the expected cost of fulfilling a contract and the expected unearned portion of the transaction price where the
forecast costs are greater than the forecast revenue.
38
BSA LIMITED ANNUAL REPORT 2022 BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2022
B
B3. OTHER OPERATING EXPENSES
Key Estimates and Judgements:
Settlement of Class Action
On 9 February 2022, the Group advised that it had provisionally settled the class action proceedings filed on 24 July 2020 in relation to its contracting
arrangements (specifically to its independent contractors and whether they are properly characterised as such). Subsequent to the reporting date, on 28 July
2022, the Federal Court has now approved the agreed terms of settlement. The settlement of the proceedings is without admission of liability.
The total costs incurred in relation to the Class Action settlement in 2022 are $23,474 thousand and are comprised of the present value of the settlement
amount of $20,000 thousand and legal and professional fees incurred in relation to the defence and subsequent settlement of the matter.
The Class Action settlement sum of $20,000 thousand is payable as following:
• $4,400 thousand was paid by 30 June 2022,
• $6,600 thousand is payable by 30 June 2023, and
• $9,000 thousand is payable by 30 June 2024.
Settlement payments will be funded by current and future operating cash flows. The Group is restricted from paying dividends to the extent that any
settlement amount is outstanding on the due dates noted above. Should the payments be made in accordance with the above, there is no restriction on the
declaration or payment of dividends imposed by this settlement agreement.
Consequential impacts of the COVID-19 pandemic
As noted in in the Chairman’s Letter it was challenging to navigate the protocols and government restrictions particularly in the first half of 2022 which
significantly affected both the CUI and APS businesses. Indirect impacts included project award delays, mobilization challenges and having to navigate control
measures put in place to keep our employees, contractors and customers safe.
As a consequence, the expected profitability of the APS | Fire Build business for the 2023 period has been impacted by delays in awards of new contracts and
by market instability impacting the EBITDA multiples at which comparable businesses have been sold for in the most recent financial year. The combination of
these factors has resulted in the impairment of $11,185 thousand of goodwill associated with the Fire Build CGU in the current financial year. Further details of
this impairment, which has been recorded as a significant item are outlined in note C4.
In the current financial year the Group did not receive any significant government assistance to help navigate the additional costs of operations associated with
the pandemic; whereas in the 2021 financial year it received the following relief:
• Government grants, in the form of JobKeeper wage subsidies of $nil in 2022 (2021: $11,261 thousand), and
•
the Group repaid previously deferred indirect tax payments totalling $600 thousand in 2022 (2021: $13,740 thousand).
Significant Items
(Loss)/Profit for the period includes the following items:
Business reorganisation and restructure costs
Acquisition related costs
Class Action settlement and associated legal defence costs
Goodwill Impairment
Provision for an uncertain indirect tax position
Legal and professional fees relating to legacy issues
Total significant items
2022
$’000
1,629
380
23,474
11,185
5,649
772
43,089
2021
$’000
4,244
362
771
-
-
2,004
7,381
39
BSA LIMITED ANNUAL REPORT 2022 B
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2022
COVID-19 impact
Employee benefits expense has been reduced by $11,261 thousand in FY2021 to reflect government assistance received (JobKeeper wage subsidy) in
accordance with government guidelines to maintain BSA's workforce.
Commonwealth and State government initiatives aimed at alleviating cash flow pressures, including the deferment of indirect tax payments, have applied to
BSA during FY2021.
Government assistance received is primary comprised of the JobKeeper wage subsidy and has been utilised to ensure employees can be retained during
uncertain operational conditions. The Group has continued to ensure suitable health and safety protocols are in place with suitable working condition
amendments made for all employees.
In March 2020 to June 2020, the group utilised COVID-19 payment deferral measures made available by government agencies to navigate near-term
uncertainties. These are being progressively repaid with $13,740 thousand of deferred payments paid to tax authorities in FY2021 and $600 thousand repaid
early in the 2022 financial year.
While there has been a number of delays and restricted capacity considerations in the construction sector, the Group considers that our products and services
are likely to be in high demand once certainty returns and client spend patterns return to normal levels and as a consequence of infrastructure spending
announced by federal and state governments.
Remuneration of auditors
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, BSA Limited, its related practices and non-
related audit firms:
2022
$
2021
$
Audit and review of financial reports
482,635
383,000
Other services
Tax services
Other
Total services provided
The auditor of the Group is Deloitte Touche Tohmatsu.
Accounting Policy
Government grants
115,000
17,000
614,635
129,335
15,000
527,335
JobKeeper government grants are recognised as a reduction in the employee expenses for which the grants are intended to compensate. Grant amounts are
recognised in profit or loss when the grant amount is known and the Group has confirmed it has complied with the conditions attached to the grant.
Significant items
Significant items are amounts incurred in the financial period which are significant in size and nature and relate to factors that are either not expected to be
incurred in future periods or are not related to core on-going operational activities of the Group.
40
BSA LIMITED ANNUAL REPORT 2022 BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2022
B
B4. INCOME TAX
Key Estimates and Judgements:
Recoverability of deferred tax balances
The 30 June 2022 Deferred tax balance totals $17,174 thousand (2021: $7,963 thousand). Deferred tax assets are recognised up to the value that it is probable
that there will be sufficient taxable profits in future years to offset the asset reversals.
As outlined in note A3, the Group has prepared a cash flow, profitability and liquidity forecast (“forecast”). This forecast includes consideration of the utilisation
of deferred tax assets, which are forecast to be utilised within three years of the current date. As a consequence, $17,174 thousand of deferred tax assets have
been recognised at 30 June 2022 as it is probable that the related tax benefit will be realised.
In addition, the Group has $10,336 thousand (2021: $nil) of tax losses for which a deferred tax asset of $3,101 thousand has not been recognised at 30 June 2022.
The forecast, its inputs and the timing of generation of taxable profits involves significant judgements and estimates.
Reconciliation of income tax expense to prima facie tax payable
(Loss)/Profit from continuing operations before income tax expense
Tax using the Group's statutory tax rate of 30%
Adjusted for:
Prior year under provision
Non-deductible goodwill impairment
Non-deductible share-based payments
Tax Loss asset not recognised(2)
Other
Income tax (benefit)/expense
Deferred tax balances
The balance comprises temporary differences attributable to:
Class Action Costs
Employee benefits
Provisions
Intangible assets
Other
Net deferred tax assets
2022
$’000
(52,064)
(15,619)
(730)
3,356
(40)
3,101
110
(9,822)
2022
$’000
5,161
3,609
6,336
1,765
303
17,174
2021(1)
$’000
629
189
236
-
101
-
94
620
2021(1)
$’000
-
3,420
2,763
1,860
(80)
7,963
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2.
(2) As at 30 June 2022 the Group has $10,336 thousand of tax losses for which no deferred tax asset has been recognised (2021: $nil). These amounts do not have an
expiry date.
41
BSA LIMITED ANNUAL REPORT 2022 B
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2022
Accounting Policy
Income tax expense comprises current and deferred income tax. It is recognised in profit or loss except to the extent that it relates to a business combination or
items that are recognised directly in equity. Calculation of tax is based on tax rates and tax laws that are in place at the reporting date.
Tax consolidated group
The Company and all of its subsidiaries as outlined in note E1 have formed an income tax consolidated group under the tax consolidation regime. The head
entity within that tax consolidated group is the Company. Consequently, the Group is taxed as a single entity and the deferred tax assets and liabilities of these
entities are offset in the consolidated financial statements.
Current tax
Current tax liabilities are taxation obligations to the Australian Taxation Office that are unpaid at the reporting date. Current tax is payable on taxable profit,
which differs from profit or loss in the consolidated financial statements (accounting profit).
Deferred tax
Deferred tax assets and liabilities are recognised where there is a difference in timing between the accounting recognition of the asset or liability and the tax
timing of the same asset or liability. This method is used for all differences between tax and accounting basis except for:
•
initial recognition of goodwill, or
•
if the transaction has no impact on accounting or taxable profit.
In addition, a deferred tax liability is not recognised if the reversal of the difference is under the control of the Group, it relates to investments in subsidiaries or
associates and the Group does not intend to take any action to trigger a change in ownership of the subsidiary or associate in the foreseeable future.
Deferred tax assets are recognised up to the value that it is probable that there will be sufficient taxable profits in future years to offset the asset reversals; this
is based on forecasts the Group’s future taxable profits and the timing of the reversal of the temporary differences. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised, such reductions are reversed when the
probability of future taxable profits improves.
Deferred tax liabilities are always provided for in full. Deferred tax assets and liabilities are offset only when the Group has the legal ability and intent to settle
these amounts on a net basis with the same taxation authority.
B5. EARNINGS PER SHARE
(a) Earnings per share
Basic earnings per share
Diluted earnings per share
2022
Cents
(8.057)
(8.057)
2021(1)
Cents
0.002
0.002
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2.
42
BSA LIMITED ANNUAL REPORT 2022 BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2022
B
(b) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Performance rights outstanding
Antidilutive effect of loss on earnings per share
Weighted average number of ordinary and potential ordinary shares used as
the denominator in calculating diluted earnings per share
2022
Number
2021(2)
Number
524,302,050
503,521,501
1,546,975
(1,546,975)
1,973,127
-
524,302,050
505,494,628
(2) Balances have been restated for the bonus issue element of the Accelerated Non-Renounceable Entitlement Offer ("ANREO"). See note F3 for more information.
B6. CASH FLOW INFORMATION
Cash generated from operations
(Loss)/Profit for the period
Adjustments for:
Depreciation and Amortisation
Impairment of goodwill
Share-based payments
Net gain on sale of property, plant and equipment
Interest on right-of-use liabilities
Payments recognised in equity
Changes in operating assets and liabilities
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
Decrease/(increase) in deferred tax assets
Decrease/(increase) in other operating assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in other operating liabilities
Increase/(decrease) in income taxes payable
Increase/(decrease) in other provisions
2022
$'000
(42,242)
2021(1)
$'000
9
7,503
10,034
11,185
-
(133)
335
(215)
(1,116)
353
1,335
-
(60)
7,718
(9,041)
346
298
(9,211)
(9,926)
1,565
(4,498)
(1,602)
(12,494)
(1,841)
(847)
25,138
7,897
(735)
(1,104)
Net cash generated by operating activities
(13,774)
(7,575)
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2 for
more details.
43
BSA LIMITED ANNUAL REPORT 2022 C
NOTES TO THE FINANCIAL STATEMENTS
OPERATING ASSETS AND LIABILITIES
C1. TRADE AND OTHER RECEIVABLES
The Group’s trade and other receivables are presented below.
Current assets
Trade receivables
Expected credit losses
Total trade receivables
Accrued revenue
Other receivables
Prepayments
Executive share plan receivables
Total other receivables
2022
$'000
54,572
(1,374)
53,198
2,390
1,490
1,546
71
5,497
2021
$'000
47,767
(1,538)
46,229
16,390
1,038
2,591
363
20,382
Total trade and other receivables
58,695
66,611
Expected Credit Losses
The average credit period for the Group is 28 days (2021: 30 days). No interest is charged on overdue receivables. Before accepting a new customer, the Group
uses an external credit scoring system to assess the potential customer's credit quality and defines credit limits by customer.
Age analysis of trade receivables that are past due but not impaired at the reporting date is outlined below.
FY2022
Gross carrying amount – trade receivables
Loss allowance
FY2021
Gross carrying amount – trade receivables
Loss allowance
More than 30
More than 60
More than 90
Current
days past due
days past due
days past due
$’000
$’000
$’000
$’000
38,552
(502)
33,836
(742)
8,406
(199)
8,158
(226)
2,505
(63)
2,440
(54)
5,109
(610)
3,333
(516)
Total
$’000
54,572
(1,374)
47,767
(1,538)
44
BSA LIMITED ANNUAL REPORT 2022
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2022
The loss allowances for trade receivables reconcile to the opening loss allowances as follows:
Opening loss allowance as at 1 July
Increase in loan loss allowance recognised in profit or loss during the year
Receivables written off during the year as uncollectible
Unused amount reversed
Closing loss allowance
2022
$'000
1,538
28
(94)
(98)
1,374
C
2021
$'000
2,096
258
(53)
(763)
1,538
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group
and a failure to make contractual payments for a period of greater than 90 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating profit. Subsequent recoveries of amounts
previously written off are credited against the same line item.
Accounting Policy
Trade receivables and expected credit losses
See accounting policy in note D4.
Accrued revenue
Accrued revenue represents amounts receivable from customers for which all revenue recognition obligations have been met but an invoice is yet to be raised.
Accrued revenue is based on the expected invoice amount to be raised for the services completed.
C2. TRADE AND OTHER PAYABLES
Current liabilities
Trade payables
Deferred consideration for the acquisition of Catalyst ONE
Other payables
Non-current liabilities
Deferred consideration for the acquisition of Catalyst ONE
2022
$'000
27,817
1,417
31,677
60,911
-
-
2021
$'000
26,645
1,056
33,300
61,001
1,210
1,210
Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of current trade and other payables are considered to
be the same as their fair values, due to their short-term nature. Non-current other payables are recognised at amortised cost and are discounted based on the
interest rate implicit in the arrangement.
45
BSA LIMITED ANNUAL REPORT 2022 C
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2022
Accounting Policy
Trade payables
See accounting policy in note D4.
Other payables
Primarily comprised of accrued expenses which represents amounts payable to suppliers for which all expense recognition criteria have been met but an
invoice is yet to be received. Accrued expenses are based on the expected invoice amount to be received.
C3. PROPERTY, PLANT AND EQUIPMENT
Leasehold
Land and
Improve-
Plant &
Right-of-use
Right-of-use
Assets Under
Buildings
ments
Equipment
vehicles
premises
Construction
Non-current
$’000
$’000
$’000
$’000
$’000
$'000
Year ended 30 June 2021
Opening net book amount
526
1,039
-
-
-
(17)
509
3,711
111
839
(16)
-
7
-
(490)
556
(2,408)
2,237
663
(154)
509
4,602
27,722
(4,046)
(25,485)
556
2,237
-
-
-
(16)
493
17
-
-
(203)
370
891
-
272
(1,119)
2,281
6,269
-
785
(855)
(2,663)
3,536
11,559
(8,023)
3,536
3,536
2,961
(1,935)
(272)
(1,307)
2,983
7,208
-
602
(283)
(3,312)
4,215
10,570
(6,355)
4,215
4,215
6,324
(16)
-
(3,093)
7,430
663
(170)
4,619
28,885
(4,249)
(26,604)
6,861
(3,878)
10,874
(3,444)
493
370
2,281
2,983
7,430
Total
$’000
18,824
111
2,233
(1,225)
(8,890)
11,053
55,116
(44,063)
11,053
11,053
10,193
(1,951)
-
(5,738)
13,557
51,902
(38,345)
13,557
71
-
-
(71)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Opening net book amount
509
556
2,237
Acquisition of subsidiary
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2021
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2022
Additions
Disposals
Transfers
Depreciation charge
Closing net book amount
At 30 June 2022
Cost or fair value
Accumulated depreciation and
impairment
Net book amount
46
BSA LIMITED ANNUAL REPORT 2022 OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2022
C
Accounting Policy
Property, Plant and Equipment
Land and Buildings, Leasehold Improvements and Plant & Equipment are recognised at the cost of the asset less accumulated depreciation.
Right-of-use Assets
Right-of-use assets are initially measured with reference to the value determined for the associated right-of-use liability (refer note D1), less direct costs and any
lease incentives. Expected end of lease costs such as make good are included in the right-of-use asset value determined at lease inception.
Throughout the lease term (including extended terms where judged appropriate), right-of-use assets are depreciated and periodically assessed for impairment.
Depreciation begins when control of the leased asset by the Group occurs up until the date when control ends. In the event of changes to the lease, the right
of-use asset is remeasured with reference to the remeasurement of the right-of-use liability.
Expected useful lives
The expected useful life and depreciation methods used are listed below.
Asset
Land
Buildings
Leaseholds Improvements
Plant & Equipment
Right-of-use vehicles
Right-of-use property
Assets Under Construction
Useful life
n/a
25 years
4 to 5 years
3 to 10 years
3 to 5 years
1 to 5 years
Depreciation method
n/a
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
To be determined
To be determined
Depreciation is recognised so as to write off the cost (other than freehold land) less their residual values over their useful lives, using the straight-line method.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate
accounted for on a prospective basis.
Right-of-use assets are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that
ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of
the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in profit or loss.
Impairment
Property, Plant and Equipment is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is
the higher of an asset’s fair value less costs of disposal and value in use within its cash generating unit. Property, Plant and Equipment is tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value
in use within its cash generating unit.
47
BSA LIMITED ANNUAL REPORT 2022 C
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2022
C4. INTANGIBLE ASSETS
Key Estimates and Judgements:
Recognition of Software-as-a-Service Intangible Assets
In April 2021 the IFRS Interpretations Committee (IFRIC) issued an agenda decision related to accounting for Software-as-a-Service (SaaS) arrangements. The
IFRIC concluded configuration and customisation costs incurred in implementing SaaS arrangements should be expensed unless the criteria for recognising a
separate asset are met. The impact of the retrospective application of the SaaS IFRIC are outlined in note F2 of the financial report.
Subsequent to the implementation of the SaaS IFRIC, the Group retains a number of software assets which operate in various states including on in-house
servers, on designated third party servers and in cloud computing environments. The costs associated with bringing these to a state where they can be used
in the Group’s operations have been suitably bifurcated between costs meeting the capitalisation requirements under the SaaS IFRIC and other relevant
accounting standards and those which were expensed as incurred. This bifurcation involves judgement as to the application of accounting standard criteria,
with $1,374 thousand of expenditure capitalised in the current financial year (2021: $2,107 thousand).
Impairment of Goodwill
As outlined note B3, it was challenging to navigate the protocols and government restrictions particularly in the first half of 2022 which significantly affected
both the CUI and APS businesses. Indirect impacts included project award delays, mobilization challenges and having to navigate control measures put in place
to keep our employees, contractors and customers safe.
As a consequence, the following key inputs to the recoverable value of Fire Build Cash Generating Unit (‘CGU’) have been impacted:
•
the expected revenue and profitability of the APS | Fire Build business for the 2023 financial year has been impacted by delays in awards of new
contracts, and
• broader market instability has impacted the EBITDA multiples at which comparable businesses have been sold for in the most recent financial year.
The combination of these factors has resulted in the impairment of $11,185 thousand of goodwill associated with the Fire Build CGU in the current financial year
(2021: $nil).
The calculation of the recoverable value of a CGUs asset involves significant estimates and assumptions which include:
•
forecast revenue and EBITDA,
• selection of appropriate EBITDA multiples for sales of similar size and nature businesses, and
•
future economic and market conditions both specific to the CGU and its operations and to the broader economic environment.
Software
assets under
Customer
lists and
Goodwill
construction
Software
contracts
$’000
$’000
$’000
$’000
Total
$’000
11,260
-
11,260
11,260
-
(11,185)
-
-
75
106
-
106
106
1,171
-
-
(904)
373
4,579
(811)
3,768
3,768
205
-
(1,251)
904
3,626
12,606
28,551
(10,445)
(11,256)
2,161
17,295
2,161
-
-
(514)
-
1,647
17,295
1,376
(11,185)
(1,765)
-
5,721
At 30 June 2021
Cost
Accumulated amortisation and impairment
Net book amount
Year ended 30 June 2022
Opening net book amount
Additions
Impairment charge
Amortisation charge
Transfers
Closing net book amount
48
BSA LIMITED ANNUAL REPORT 2022 OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2022
Software
assets under
Customer
lists and
Goodwill
construction
Software
contracts
$’000
$’000
$’000
$’000
75
-
75
373
-
373
4,812
(1,186)
3,626
2,527
(880)
1,647
C
Total
$’000
7,787
(2,066)
5,721
APS
$'000
APS - Fire Build
CUI
$'000
CUI
11,185
(11,185)
-
11,185
-
11,185
75
-
75
75
-
75
At 30 June 2022
Cost
Accumulated amortisation and impairment
Net book amount
Goodwill impairment assessment
Goodwill is allocated to the following CGUs:
Segment
CGU
FY2022
Cost
Accumulated Impairment
Total
FY2021
Cost
Accumulated Impairment
Total
Impairment testing is completed at a cash generating unit (CGU) level, which is the lowest level at which the Group generates discrete and separate cash
inflows and outflows. To determine the recoverable amount, the group uses the Fair Value Less Costs to Sell (FVLCTS) to determine the amount for which the
business could be sold (less sale related expenses). The resulting FVLCTS models are consistent with level 3 instruments in the fair value hierarchy.
The assessment of impairment of goodwill FVLCTS models include the following considerations:
• EBITDA forecast and expected EBITDA multiples which incorporate the impact of the ongoing COVID-19 pandemic into the assumptions,
• EBITDA for the CGUs are broadly consistent with the 30 June 2023 financial year board approved budgeted EBITDA, and
• EBITDA multiples for arm’s length transactions of businesses similar in size and nature to the CGUs within recent financial periods.
Due to COVID-19, the expected profitability of the APS - Fire Build business for the 2023 period has been impacted by delays in awards of new contracts and
by market instability impacting the EBITDA multiples at which comparable businesses have been sold for in the most recent financial year. The recoverable
amount of Fire Build CGU based on FVLCTS results in full impairment of $11,185 thousand Goodwill at the midpoint EBITDA multiple of 4.2x based on publicly
available data for arm’s length transactions of businesses similar in size and nature to the CGUs within recent financial periods.
Below are the key assumption of the FVLCTS model:
Financial Year
EBITDA Multiple
EBITDA($m)
FY 2022
FY 2021
4.2x
8.0x
FY2023 Board approved Fire Build CGU budgeted EBITDA
FY2022 Board approved Fire Build CGU budgeted EBITDA
The Group further determined the recoverable amount of the APS - Fire Build business utilising the Value-in-Use (“VIU”) methodology based on the below key
assumptions:
• estimated cash flows for five years based on Board approved budget for 30 June 2023 financial year with extrapolation for the remaining period,
•
terminal value arrived by extrapolating last forecast year cash flows to perpetuity using long-term growth rates. These long-term growth rates take
into consideration external macro-economic sources of data. Such long-term growth rate considered does not exceed that of the relevant business and
industry sector, and
•
the discount rates used are based on weighted average cost of capital of a comparable market participant, which are adjusted for specific industry risks.
49
BSA LIMITED ANNUAL REPORT 2022 C
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2022
The key assumptions used in performing the impairment test for APS - Fire Build CGU were as follows:
Financial Year
FY 2022
Discount rate
12.67%
Growth Rate
3%
Perpetual Growth Rate
2.5%
The VIU, consistent with the FVLCTS, resulted in full impairment charge of $11,185 thousand for goodwill related to the APS - Fire Build business CGU. This
impairment charge of $11,185 thousand was recorded in significant items (note B3).
Accounting Policy
Goodwill
Goodwill arising on the acquisition of subsidiaries has an infinite useful life and is measured at cost less accumulated impairment losses. For the purposes
of impairment testing, goodwill is allocated to each of the Group’s CGUs that is expected to benefit from the synergies of the combination. On disposal of a
business unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Other intangible assets
Other intangible assets, including software and customer lists and contracts are acquired or developed by the Group and have finite useful lives are measured
at cost less accumulated amortisation and any accumulated impairment losses.
Impairment
Goodwill and other indefinite useful life intangible assets
A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired.
If the recoverable amount of the CGU is less than it’s carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Impairment losses for goodwill are
recognised as an expense when incurred and are not reversed in subsequent periods. The recoverable amount is the higher of an asset’s Fair Value Less Costs
to Sell (FVLCTS) and Value in use (VIU).
Other intangible assets
Other intangible assets including software and customer lists and contracts are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use.
Expected useful lives
The expected useful life and amortisation methods used are listed below.
Asset
Goodwill
Software
Customer lists and contracts
Software assets under construction
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.
C5. PROVISIONS
Useful life
indefinite
2 to 8 years
1 to 9.5 years
Amortisation method
n/a
Straight-line
Straight-line
To be determined
To be determined
2022
Current
Non-current
$’000
$’000
10,850
10,088
20,938
1,180
22,209
23,389
Total
$’000
12,030
32,297
44,327
2021
Current
Non-current
Total
$’000
$’000
$’000
10,017
2,509
12,526
1,381
5,282
6,663
11,398
7,791
19,189
Employee benefits
Other provisions
Movements in other provisions in the current financial year are as follows:
50
BSA LIMITED ANNUAL REPORT 2022 OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2022
C
Class
Action and
Uncertain
associated
Make good
Onerous
Contract
Restructuring
indirect tax
legal costs
provision
Leases
Provisions
provision
position
Total
$’000
$’000
$’000
$’000
$’000
$'000
$’000
Carrying amount at start of year
Charged/(credited) to profit or loss
- additional provisions recognised
- unused amounts reversed
Amounts used during the year
Carrying amount at end of year
600
-
21,003
-
(4,400)
17,203
1,531
-
741
(476)
(351)
1,445
866
2,940
1,854
-
7,791
-
-
-
(273)
593
-
7,111
(2,644)
-
-
-
-
(1,854)
-
5,649
34,504
-
-
(3,120)
(6,878)
7,407
-
5,649
32,297
Other provisions relate to the following matters:
Provision
Matter
Class Action and associated legal costs
Costs incurred in relation to the Class Action settlement in 2022. (Refer note B3)
Make good provision
Estimated costs required to restore lease properties to a contractually defined condition at the end of the lease term.
Onerous leases
Contract provisions
Uncertain indirect tax position
The remaining contractual costs over the lease term for under utilised leased premises space with the sale of the
HVAC Build business in 2019.
The expected cost of obligations under various construction contracts recognised at the Directors' best estimate of
the expenditure to settle the Group's obligation.
A provision has been raised for specific uncertain indirect taxation positions which are in the process of being
disputed with relevant taxation authorities.
Restructuring provision
The expected costs associated with organisational change restructures. These amounts primarily relate to headcount
Accounting Policy
Employee benefit liabilities
Employee benefits are included in current provisions at their face value if the Group expects to settle it within the next twelve months. Employee benefits
payable later than one year are included in non-current provisions and have been measured at the present value of the estimated future cash outflows to be
made for those benefits. The present value is determined using market yields on high quality corporate bonds with terms to maturity that match the expected
timing of employee benefit cash flows.
Other 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 the Group will be
required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows.
51
BSA LIMITED ANNUAL REPORT 2022 D
NOTES TO THE FINANCIAL STATEMENTS
CAPITAL AND FINANCING STRUCTURE
D1. FINANCIAL LIABILITIES
Borrowings
Current borrowings
Total borrowings
Assets pledged as security
The carrying amounts of assets pledged as security for borrowings are:
Current
Cash and cash equivalents
Gross trade receivables
Inventories
Total current assets pledged as security
Non-current
Property, plant and equipment
Deferred tax assets
Total non-current assets pledged as security
Total assets pledged as security
2022
$'000
11,500
11,500
2022
$'000
13,441
54,572
1,104
69,117
13,557
17,174
30,731
99,848
2021
$'000
-
-
2021(1)
$'000
12,821
47,767
1,450
62,038
11,053
7,963
19,016
81,054
(1) Balances have been restated to reflect the Group’s change in accounting policy for costs related to Software-as-a-Service (SaaS) arrangements. Refer to note F2 for
more details.
Lease Liabilities
Current
Non-current
2022
$'000
3,512
7,285
10,797
2021
$'000
4,473
4,745
9,218
At 30 June 2022, there were $223 thousand (2021: $921 thousand) of finance and hire purchase liabilities as determined under the accounting standard AASB
117 leases that applied prior to 1 July 2019.
Lease liabilities are effectively secured as the rights to the assets revert to the financier in the event of default. Interest rates for lease liabilities outstanding
during the year ranged between 4.47% and 5.97%.
52
BSA LIMITED ANNUAL REPORT 2022 CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
D
Accounting Policy
Borrowings
See accounting policy in note D4.
Lease liabilities
Initial recognition
Initially lease liabilities are measured as the present value of future lease payments discounted using the interest rate implicit in the lease or if that is not known
then rate at which the Group could borrow similar cashflows over a similar term. Determination of future lease payments includes consideration of the impact of
lease incentives (such as rent free periods), incremental increases during the lease term (such as CPI or fixed lease rate increases), lease extension options (where
reasonably certain that will occur) and residual value guarantees expected to be paid.
Certain leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. Where practicable,
the Group seeks to include extension options (by the Group not the lessor) in new leases to provide operational flexibility. The Group has assessed at lease
commencement whether it is reasonably certain to exercise the extension options, and where it is reasonably certain, the extension period has been included in the
lease liability.
Subsequent measurement
Over the lease term, payments made by the Group to the lessor reduce the liability balance while applicable interest is recognised as interest expense and
increases the liability balance. Lease liabilities are re-assessed and remeasured in line with the initial recognition criteria above when substantive elements of the
lease change. These elements can include changes to the lease term through exercise or otherwise of lease extension options or significant variations to amounts
payable under the lease. Periodically, the Group reassesses whether it is reasonably certain that extension options will be exercised if there is a significant event or
change in circumstances.
D2. EQUITY
Issued Capital
Movements in the Group’s issued capital are outlines below:
Opening balance 1 July 2020
Dividend reinvestment plan issues
Transfers between reserves
Exercise of performance rights
Exercise of Non-executive Director rights
Balance 30 June 2021
Dividend reinvestment plan issues
Accelerated Non-Renounceable Entitlement Offer capital raise
Exercise of options
Exercise of performance rights
Balance 30 June 2022
Number of
shares
(thousand)
Total
$'000
431,859
100,390
522
537
482
226
135
109
157
70
433,626
100,861
1,732
134,703
3
878
570,942
502
12,844
-
323
114,530
The Group’s issued capital is wholly comprised of ordinary shares. These ordinary shares entitle the holder to participate in dividends and the proceeds on
winding up of the Company in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to
one vote.
134,364 thousand options exercisable at $0.10 are outstanding as at 30 June 2022, with share-based payments rights in relation to the Group’s issued capital
outlined in note F1.
53
BSA LIMITED ANNUAL REPORT 2022 CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
D
Dividends
Dividends paid
Final dividend
Interim dividend
Total dividends provided for or paid
2022
$'000
2,173
-
2,173
2021
$'000
2,166
2,167
4,333
The fully franked dividend for the financial year ended 30 June 2021 of 0.50 cents per share was distributed on 3 November 2021.
Dividend reinvestment plan
The Group has a Dividend Reinvestment Plan (DRP) in place and has been utilised as follows:
DRP shares issued
DRP per share
DRP dividend payment
Dividend
Number (thousand)
FY2021 final dividend (November 2021)
FY2021 interim dividend (April 2021)
FY2020 final dividend (November 2020)
FY2020 interim dividend (July 2020)
Franking credits
1,731
85
191
246
$
0.29
0.29
0.27
0.28
$’000
502
25
51
69
As at 30 June 2022 based on the current tax rates of 30% the Group has $11,415 thousand franking credits available for future dividends (2021: $11,735
thousand).
The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits and debits that
will arise from the settlement of liabilities or receivables for income tax and dividends after the end of the year.
Capital Management
In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through a
combination of capital growth and distributions. In order to achieve this objective, the Group seeks to maintain a gearing ratio that balances risks and returns at
an acceptable level and also to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs.
In making decisions to adjust its capital structure to achieve these aims, either through altering its dividend policy, new share issues or the reduction of debt,
the Group considers not only its short-term position but also its long-term operational and strategic objectives.
It is the Group’s policy to review its gearing ratio to ensure adequate funds are available to meet its obligations.
54
BSA LIMITED ANNUAL REPORT 2022 CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
D
D3. CONTINGENT LIABILITIES
The group had contingent liabilities at 30 June 2022 in respect of:
Matter
Description
Bank guarantees and Insurance bonds
SE for guarantees issued to various clients for satisfactory contract performance, secured by cross guarantees
Established in favour of National Australia Bank, the Commonwealth Bank of Australia and Swiss Re International
from all wholly owned group members amounting to $32,450 thousand (2021: $32,923 thousand).
Claims against the Group
Certain claims, including those arising out of construction contracts, have been made by, or against, the Group
The Directors do not consider the outcome of any of these claims will be materially different to the position taken in the financial accounts of the Group.
Provisions
From time to time the Group may be involved in litigation by or against the Group. The Directors have made adequate provisions (see note C5), which is the
best estimate at the time and appropriate disclosures have been made unless their inclusion would be unreasonably prejudicial to the Group.
D4. FINANCIAL RISK MANAGEMENT
In common with all other businesses, the Group is exposed to financial risks that arise. This note describes the Group’s objectives, policies and processes for
managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial
statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or
the methods used to measure them from previous periods unless otherwise stated in this note.
The Board has overall responsibility for the determination of the Group’s risk management objectives and polices and, whilst retaining ultimate responsibility
for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the
Group's finance function. The Group's risk management policies and objectives are therefore designed to minimise the potential impacts of these risks on the
results of the Group where such impacts may be material. The Board receives monthly reports from the Finance Department through which it reviews the
effectiveness of the processes put in place and the objectives and policies it sets. The overall objective of the Board is to set policies that seek to reduce risk as
far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below.
Credit Risk
Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Group incurring a financial loss. This
usually occurs when debtors fail to settle their obligations owing to the Group.
Trade receivables consist of a large number of customers. The Group does not have significant credit risk exposure to any single counterparty or group of
counterparties having similar characteristics. The Group defines counterparties as having similar characteristics if they are related entities.
Included in trade receivables, the most significant customer accounts for 16.1% of trade receivables at balance date (2021: 5.8%).
BSA only trades in Australia, as such the maximum exposure to credit risk at balance date on a country level is limited to Australia.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management
framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages liquidity
risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and
by matching the maturity profiles of financial assets and liabilities. The table below sets out details of additional undrawn facilities that the Group has at its
disposal to further reduce liquidity risk.
55
BSA LIMITED ANNUAL REPORT 2022 D
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
Financing arrangements
The following financing facilities were available at balance date:
Credit stand-by arrangements
Borrowing Base Facility
Facility Limit
Used
Unused
Cash Advance Facility
Facility Limit
Used
Unused
Master Asset Finance Facility
Facility Limit
Used
Unused
2022
$'000
2021
$'000
37,500
(6,500)
31,000
6,000
(5,000)
1,000
223
(223)
-
37,500
-
37,500
6,000
-
6,000
921
(921)
-
Total unused facilities at balance date
32,000
43,500
In addition to the above arrangements the group has bank guarantee facilities of $26,500 thousand (2021: $26,500 thousand) of which $23,554 thousand
(2021: $15,703 thousand) was utilised.
In addition to the above facilities the group has a surety bond facility with Swiss Re International SE of $12,000 thousand (2021: $20,000 thousand) which was
utilised to $8,896 thousand (2021: $17,220 thousand).
The following table details the Group's remaining contractual maturity for its financial liabilities with agreed repayment periods. The table has been drawn
up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both
interest and principal cash flows. To the extent that interest flows are at floating rate, the undiscounted amount is derived from interest rate curves at the end of
the reporting period. The contractual maturity is based on the earliest date on which the Group may be required to pay.
Contractual maturities of financial liabilities
at 30 June 2022
< 6
months
$’000
6 - 12
months
$’000
1-3
years
$’000
> 3
contractual
(assets)/
years
$’000
cash flows
liabilities
$’000
$’000
Carrying
Total
amount
Non-derivatives
Trade payables
Lease liabilities
Total non-derivatives
30 June 2021
Non-derivatives
Trade payables
Lease liabilities
Total non-derivatives
56
27,817
1,933
29,750
26,645
2,862
29,507
-
1,894
1,894
-
2,400
2,400
-
5,133
5,133
-
4,519
4,519
-
3,306
3,306
27,817
12,266
40,083
27,817
10,797
38,614
-
266
266
26,645
10,047
36,692
26,645
9,218
35,863
BSA LIMITED ANNUAL REPORT 2022
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
D
Accounting Policy
Classification of financial instruments
The Group classifies its financial instruments as follows:
Category
AASB 9 Classification
Cash and cash equivalents
Trade receivables
Net other receivables
Trade and other payables
Borrowings
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Recognition and measurement
Under AASB 9 Financial Instruments, a financial asset shall be measured at amortised cost; Fair Value through Profit & Loss (FVTPL); or Fair Value through
Other Comprehensive Income (FVOCI) as classification of financial assets is generally based on the business model in which a financial asset is managed and
its contractual cash flow characteristics. Measurement of financial liabilities are also based on the business model and are classified and measured either at
amortised cost or FVTPL.
Category
Measurement
Financial assets at FVTPL
Financial assets at FVOCI
These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividendincome, are recognised in profit or loss.
These assets are subsequently measured at fair value. Net gains and losses are recognised in other
comprehensiveincome, except for interest or dividend income, which are recognised in profit or loss.
Financial assets at amortised cost
cost is reduced by impairment losses. Interest income and impairment are recognised in profit or loss. Any gain
These assets are subsequently measured at amortised cost using the effective interest method. The amortised
orloss on derecognition is recognised in profit or loss.
Financial liabilities at amortised cost
These liabilities are subsequently measured at amortised cost using the effective interest method. Interest
expenseis recognised in profit or loss with any gain or loss on derecognition is recognised in profit or loss.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument,
to the net carrying amount on initial recognition.
Derecognition
Financial assets are derecognised when the rights to the cashflows associated with the asset have expired. Financial liabilities are derecognised when the
cashflows associated with the liability have been repaid or expired. Any gain or loss on derecognition (being the difference between the carrying value and the
consideration received, if any) is recognised in profit or loss.
Impairment
Impairment requirements use an Expected Credit Loss (‘ECL’) model under which credit losses are recognised earlier than incurred. The impairment model
applies to financial assets measured at amortised cost and contract assets. The Group measures loss allowances at an amount equal to lifetime ECLs for all
applicable assets. The Group considers amortised cost financial assets with the counterparty being ‘investment grade’ to have low credit risk when its credit risk
rating is equivalent to be AA- or higher per Standard & Poor’s.
57
BSA LIMITED ANNUAL REPORT 2022 D
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses with the key exposure being in relation to trade receivables and contract assets. ECLs for trade
receivables and contract assets are determined after considering specific provisions against the financial asset and uses an expected loss percentage
from recorded historic credit losses for that specific population. The key disaggregation of the balances is between those that are with investment grade
counterparties and the age of the financial asset outstanding in 30-day tranches up to more than 121 days overdue. These expected loss percentages are then
modified for forward-looking economic factors, such as the impact of the COVID-19 pandemic. The Group exercises considerable judgement about how the
forward-looking economic factors impact each tranche independently, and applies a premium as deemed appropriate to adjust the historically determined
default rates to present the total expected credit losses on the current balances.
Presentation of impairment
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
58
BSA LIMITED ANNUAL REPORT 2022 E
NOTES TO THE FINANCIAL STATEMENTS
GROUP STRUCTURE
E1. GROUP COMPANIES
Controlled entities
The Group’s subsidiaries at 30 June 2022 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held
directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. All entities in the Group are registered in and
have their principal place of business in Australia.
Ownership interest held by the group (%)
2022
%
2021
%
Name of entity
BSA Advanced Property Solutions (ACT) Pty Ltd
BSA Advanced Property Solutions (Administration) Pty Ltd
BSA Advanced Property Solutions (ECR) Pty Ltd
BSA Advanced Property Solutions (Essential Services) Pty Ltd
BSA Advanced Property Solutions (FIRE) Pty Ltd
BSA Advanced Property Solutions (Holdings) Pty Ltd
BSA Advanced Property Solutions (NSW & ACT) Pty Ltd
BSA Advanced Property Solutions (NSW) Pty Ltd
BSA Advanced Property Solutions (NT) Pty Ltd
BSA Advanced Property Solutions (VIC) Pty Ltd
BSA Advanced Property Solutions Australia Pty Ltd
Triple M Group Pty Ltd
066 059 809 Pty Ltd
BSA Advanced Property Solutions Fire (QLD) Pty Ltd (formerly ACN 085 921 615 Pty Ltd)
BSA Equity Plans Pty Ltd
BSA Networks Pty Ltd
BSA Transmission Solutions Pty Ltd
Mr Broadband Pty Ltd
Satellite Receiving Systems (QLD) Pty Ltd
Catalyst ONE Ptd Ltd
Jamik (AUS) Pty Ltd
BSA Communications and Utility Infrastructure Pty Ltd
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Deed of cross guarantee
All controlled entities are parties to the Deed of Cross Guarantee and are members of the Closed Group, where relief is obtained from preparing individual
financial reports under ASIC Instrument 2016/785. Under the deed, BSA Limited agrees to support the liabilities and obligations of the controlled entities. As
all entities within the Group are members of the deed of cross guarantee their consolidated performance and position are the same as those presented in the
primary financial statements, and, as such their performance and position have not been duplicated here.
59
BSA LIMITED ANNUAL REPORT 2022 E
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
Accounting policy
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control
is achieved when the Company:
• has power over the investee,
•
is exposed, or has rights, to variable returns from its involvement with the investee, and
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements
of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other
comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
The parent entity carries its investment in subsidiaries at cost less impairment (if any).
E2. PARENT ENTITY FINANCIAL INFORMATION
Summary financial information
The individual financial statements for the parent entity, BSA Limited, show the following aggregate amounts:
Statement of Financial Position
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Shareholders' equity
Issued capital
Reserves
Accumulated losses
Profit reserve
Share-based payments
Profit or loss for the period
Total comprehensive income
Guarantees entered into by the parent entity
Directly relating to the parent entity
Secured by cross guarantee by all wholly owned group members
60
2022
$'000
13,482
70,759
62,887
28,446
2021
$'000
36,804
38,928
35,814
15,808
114,530
100,861
(124,399)
2,406
371
(7,092)
(42,242)
(42,242)
2022
$'000
8,044
24,406
32,450
(82,157)
3,979
1,427
24,110
9
9
2021
$'000
9,616
23,307
32,923
BSA LIMITED ANNUAL REPORT 2022
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2022
E
Contingent liabilities of the parent entity
Given the deed of cross guarantee, refer to Contingent liabilities at note D3.
E3. RELATED PARTY TRANSACTIONS
The Group’s related parties are considered to have a special relationship with the Group as such additional disclosures are made to users of the Annual Report
to draw attention to the possibility that its financial position and performance may have been affected related parties. Except from the amounts disclosed
below there have been no other related party transactions in current or prior financial years.
Related Party Remuneration
The below outlines total remuneration paid to the Group’s key management personnel, being the Non-executive Directors, CEO and CFO. Detailed disclosures
by person and the determination of remuneration structures are outlined in the Remuneration Report section of this Annual Report.
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Related Party Rights and Shareholdings
Related party rights and shareholdings are outlined in detail in the Remuneration Report section of this Annual Report.
2022
$
1,525,934
100,830
11,952
(95)
2021
$
1,567,330
92,937
15,025
139,213
1,638,621
1,814,505
61
BSA LIMITED ANNUAL REPORT 2022 F
NOTES TO THE FINANCIAL STATEMENTS
OTHER
F1. SHARE-BASED PAYMENTS
Equity settled share-based payments expense
Share-based payments equity reserve
2022
$'000
(133)
371
2021
$'000
335
1,427
The following share-based payment (SBP) rights were on issue during the financial year:
Plan
Grant Date
Vesting Date
Number
Number
Number
Number
Balance at 30
Balance at 30 June
June 2021
Forfeited in 2022
Vested in 2022
30 June 2022
PRP Plan (SR)
27 Nov 2019
30 June 2021
PRP Plan (SR)
27 Nov 2019
30 June 2021
PRP Plan (SR)
1 Sep 2020
1 Sep 2021
101,370
771,319
143,369
(101,370)
-
(734,227)
(143,369)
-
37,092
PRP Plan (SR)
25 Nov 2020
30 June 2022
1,088,365
-
-
1,088,365
2,104,423
(101,370)
(877,596)
1,125,457
All the SBP rights outlined above are equity settled and have a $nil exercise price and expire 15 years after their grant date. No rights were granted in FY2022.
The details of the Group’s active SBP Plans in the current year are outlined in the following sections.
Employee Performance Reward Plan
The Employee Performance Rights Plan ('PRP Plan') was approved by shareholders at the 2008 AGM. The Plan was established to reward selected eligible
employees and to:
• provide an incentive for the creation of, and focus on, shareholder wealth,
• enable the Group to recruit and retain the talented people needed to achieve the Group’s business objectives,
•
link the reward of key employees with the achievement of strategic goals and the Group’s performance,
• align the financial interests of participants with the Group’s shareholders, and
• ensure the remuneration packages of employees are consistent with market practice.
Securities may be offered under the Plan and the Board has discretion to determine who is offered the opportunity to participate.
62
BSA LIMITED ANNUAL REPORT 2022 OTHER
FOR THE YEAR ENDED 30 JUNE 2022
F
PRP Plan (SR)
Within the PRP Plan is a subset of Service Rights (SR). Service rights issued under the PRP Plan are only subject to service conditions, whereby the employee
must remain employed by the Group until the vestment date. This is subject to a number of exceptions (including death, cessation of employment, takeovers
and schemes of arrangement). Service Rights are typically used in the following instances by the Group:
• As part of senior management short-term incentive payments, to encourage continued service and alignment of employee and shareholder interests.
Senior management incentive payments generally include two components:
-
-
an upfront cash payment for 50% of the reward, and
a PRP Plan (SR) portion which grants employees service rights which vest 24 months post the relevant financial performance period with
the number of service rights granted calculated based on the 10 day Volume Weighted Average Price (VWAP) of the Group’s shares after the
release of the Group’s annual report for the relevant financial performance period.
• As a method of retention of key employees who have joined the Group to ensure their remuneration packages are in-line with market practice in their
first financial period prior to earning short-term incentives.
PRP Plan (PR)
Within the PRP Plan is a subset of Performance Rights (PR). Performance rights issued under the PRP Plan are subject to both non-market performance
conditions and service conditions. Performance Rights are typically used to:
•
incentivise financial performance of section of the Group’s operations over the long-term, and
• encourage continued service and alignment of employee and shareholder interests.
Non-executive Director Fee Sacrifice Equity Plan
The Non-executive Director (‘NED’) Fee Sacrifice Equity Plan (‘NED Plan’) purpose is to:
•
facilitate the acquisition of equity in the Group by NEDs serving on the board because it provides NEDs with “skin in the game” and aligns their
interests with shareholders,
• preserve the independence of NEDs by ensuring that NED participate in a separate equity plan from the PRP plan in which executives of the Group
participate and for which NEDs set performance vesting conditions, and
• overcome the challenges faced by NEDs in acquiring equity on-market due to governance and regulatory issues in a manner that is intended to
demonstrate good-governance.
The NED Plan allows for eligible NEDs, subsequent to AGM approval can sacrifce a portion of their NED fees for an equivalent number of deferred rights,
which covert into shares of the Group. The deferred rights are issued within 30 days of the NED application and convert to shares 90 days after the issue
of the deferred rights. The shares are held in the NEDs name and are restricted from trading until the earlier of 15 years from grant date and the date the
NED no longer serves on the Board of the Group.
As the NED Plan allows for the sacrifice of NED Fixed remuneration for a fixed value of shares this plan is considered a type of fixed remuneration
sharebased payment.
Accounting Policy
Equity-settled share-based payments are measured at the value an independent third party would pay for them on the date they were granted (fair value).
This fair value along with an estimate of how many of them are expected to be transferred to the employee at the end of the arrangement is expensed on
a straightline basis from when the employee commenced working for them until the end of the arrangement (vesting). At the end of each reporting period,
the Group revises its estimate of the number of equity instruments expected to vest with a corresponding increase in equity. The impact of the change in
estimate, is recognised in profit or loss such that the total expense recognised over the arrangement to date reflects the revised estimate, with a corresponding
adjustment to the equity-settled employee benefits reserve.
63
BSA LIMITED ANNUAL REPORT 2022 F
OTHER
FOR THE YEAR ENDED 30 JUNE 2022
F2. RESTATEMENT
In April 2021 the IFRS Interpretations Committee (IFRIC) issued an agenda decision related to accounting for Software-as-a-Service (SaaS) arrangements. The
IFRIC concluded configuration and customisation costs incurred in implementing SaaS arrangements should be expensed unless the criteria for recognising a
separate asset are met. The Group outlined in notes C4 and F2 to the 30 June 2021 financial report that the impact of the change in accounting policy upon
application of the SaaS IFRIC would be reflected as a retrospective restatement in the financial reports for the 2022 financial year. The implementation of this
retrospective restatement is outlined below.
As part of this implementation, an assessment of all historical expenditure on SaaS arrangements was undertaken. The assessment determined that due to the
nature of the historic information, it was impracticable to identify those configuration, customisation and other activities which should remain capitalised on the
application of the SaaS IFRIC. This impracticability of application has resulted in the expensing of all amounts in the periods in which they were incurred, where
there is insufficient information to support on-going capitalisation under the SaaS IFRIC.
The impact of the adoption of the SaaS IFRIC, including costs expensed are disclosed below:
30 June 2021
30 June 2021
30 June 2020
Statement of Financial
Position
Reported
Adjustment
$'000
$'000
Intangible assets
25,658
(8,363)
Current tax assets/(liabilities)
5,454
2,509
Other net assets/(liabilities)
(1,148)
Net assets
29,964
(5,854)
Restated
$'000
17,295
7,963
(1,148)
24,110
Reported
Adjustment
$'000
$'000
20,407
(6,390)
7,611
1,917
4,270
-
32,288
(4,473)
Accumulated losses
(74,368)
(5,854)
(80,222)
(75,749)
(4,473)
Other equity
Equity
104,332
29,964
(5,854)
104,332
24,110
108,126
32,377
-
(4,473)
30 June 2020
Restated
$'000
14,017
9,528
4,270
27,815
(80,222)
108,126
27,904
Statement of Comprehensive Income
Employee benefits expense
Depreciation and amortisation expense
Other expenses
Other comprehensive income items before tax
Profit before income tax
Income tax expense
Profit/(loss) for the period
30 June 2021
Reported
Adjustment
$'000
$'000
30 June 2021
Restated
$'000
(54,583)
(10,921)
(31,951)
(2,741)
887
(246)
100,184
-
(57,324)
(10,034)
(32,197)
100,184
2,729
(2,100)
629
(1,250)
630
1,479
(1,470)
(620)
9
Comprehensive income for the period
1,479
(1,470)
9
64
BSA LIMITED ANNUAL REPORT 2022
OTHER
FOR THE YEAR ENDED 30 JUNE 2022
F
30 June 2021
Reported
Adjustment
$'000
$'000
30 June 2021
Restated
$'000
(444,100)
(2,987)
439,512
-
(4,588)
(2,987)
(5,094)
2,987
(237)
-
(447,087)
439,512
(7,575)
(2,107)
(237)
Statement of Cash flows
Payments to supplier and employees
Other operating cashflows
Net cash outflow from operating activities
Payments for intangible assets
Other investing cashflows
Net cash outflow from investing activities
(5,331)
2,987
(2,344)
F3. OTHER ACCOUNTING POLICIES
Reclassifications
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Significant
reclassifications include the presentation of Significant Items on the face of the Statement of Comprehensive Income (previously included in Other expenses).
Accelerated Non-Renounceable Entitlement Offer
On 6 April 2022 the Group announced a capital raising, including an Accelerated Non-Renounceable Entitlement Offer (“ANREO”) to raise up to $15,500
thousand of share capital. The Group’s share price on announcement date was 12.3 cents per share. The instruments to be issued under the ANREO comprised
of a single share in the Company and a one-for-one option for an additional share in the Company exercisable at 10 cents at any date to 30 April 2025. The
two instruments were issued at a price of 10 cents, with the option valued under a Black-Scholes model at 5.0 cents per option and thus implying the value
of the Group’s share at 5.0 cents per share. The difference between the share price at offer date of 12.3 cents per share and the offer value of 5.0 cents per
share is treated as a bonus issue under the accounting standards and thus prior comparative period earnings per share have been restated for the bonus issue
component of the ANREO.
Sale and leaseback
In the 2022 and 2021 financial year’s the Group undertook a sale and leaseback transactions (‘S&LB’) to free up capital in 10 motor vehicles (2021: 78) for more
efficient use in the Group’s operations. The S&LB transaction resulted in a gain on sale of $131 thousand (2021: $854 thousand).
New accounting standards and interpretations
New accounting standards effective in the current year
No new standards or amendments to accounting standards applicable to the current reporting period had a significant impact on the Group's financial
statements.
New accounting standards not yet effective
At the date of authorisation of the financial report no Standards and Interpretations that were issued but not yet effective are anticipated to have a material
impact on the Group’s financial statements.
Finance costs
Finance costs relate to right-of-use liabilities, financial institution borrowing costs and bank guarantee costs and are recognised in profit or loss in the period in
which they are incurred.
Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated selling price for inventories less all estimated
costs of completion and costs necessary to make the sale.
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount is not recoverable from the
taxation authority. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.
Cash flows are presented in the consolidated statement of cash flow on a gross basis. The GST component of cash flows arising from investing and financing
activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.
65
BSA LIMITED ANNUAL REPORT 2022
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2022
The Directors declare that:
(a)
In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable,
(b)
in the Directors’ opinion, the attached financial statements are in compliance with Australian Accounting Standards and
International Financial Reporting Standards, as stated in note A1 to the financial statements,
(c)
In the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001,
including compliance with accounting standards and giving a true and fair view of the financial position and performance of the
consolidated entity, and
(d)
The Directors have been given the declarations required by s.295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the
deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in
accordance with the deed of cross guarantee.
In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order
applies, as detailed in note E1 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are, or
may become, subject by virtue of the deed of cross guarantee.
Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the Directors.
Nicholas Yates
Interim Chairman
Sydney
23 August 2022
66
BSA LIMITED ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
Independent Auditor’s Report to the
Members of BSA Limited
RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt
Opinion
We have audited the financial report of BSA Limited (the “Company”) and its subsidiaries (the “Group”) which
comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
(ii)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial
performance for the year then ended; and
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the “Code”) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note A3 in the consolidated financial statements, which indicates that the Group incurred
a net loss after tax of $42,242 thousand and a net cash outflow from operating activities of $13,774 thousand
during the year ended 30 June 2022 and, as of that date, the Group’s current liabilities exceeded its current assets
by $12,870 thousand and the Group’s total liabilities exceeded its total assets by $7,092 thousand. As stated in
Note A3, these events or conditions, along with other matters as set forth in Note A3, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
67
BSA LIMITED ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
Page 2
Our procedures in relation to going concern included, but were not limited to:
•
•
•
•
•
Challenging the underlying assumptions reflected in management’s cash flow forecasts, including the timing
of expected cash flows;
Assessing the historical accuracy of the forecasts prepared by management;
Inquiring with management and the board as to knowledge of events and conditions that may impact the
assessment on the Group’s ability to pay its debts as and when they fall due;
Assessing the cash position and availability of borrowing facilities as at 30 June 2022 and over the forecast
period; and
Assessing the adequacy of the disclosures in Note A3 to the financial report.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report for the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section,
we have determined the matters described below to be the key audit matters to be communicated in our report.
KKeeyy AAuuddiitt MMaatttteerr
RReeccooggnniittiioonn ooff rreevveennuuee oonn FFiirree BBuuiilldd ccoonnssttrruuccttiioonn
ccoonnttrraaccttss aanndd ccoolllleeccttaabbiilliittyy ooff tthhee rreessppeeccttiivvee ttrraaddee
rreecceeiivvaabblleess aanndd ccoonnttrraacctt aasssseettss
One of the Group's significant sources of revenue is
from Fire Build construction projects. As disclosed in
Note B2, revenue is derived from a number of
contracts and recognised based on the stage of
completion of each contract. Stage of completion of
the construction work is determined with reference
to the work completed, i.e. the percentage of work
performed up to the reporting date compared to the
total anticipated contract work to be performed.
The recognition of revenue is dependent on the
following key factors:
•
• Determination of stage of completion;
•
Estimation of total contract revenue and
contract cost including the estimation of cost
contingencies;
• Determination of contractual entitlement and
assessment of the probability of customer
approval of variations and acceptance of claims;
and
•
Estimation of project completion date.
The Group recognises contract assets in respect of
the progressive valuation of work completed as well
as trade receivables which represent amounts
invoiced to customers.
Fire Build contract assets are amounts due to the
Group from customers that have not been invoiced.
Some of these contract assets are made up of claims
68
HHooww tthhee ssccooppee ooff oouurr aauuddiitt rreessppoonnddeedd ttoo tthhee KKeeyy
AAuuddiitt MMaatttteerr
Our procedures included, but were not limited to:
•
Evaluating management’s processes and controls
over the recognition of Fire Build construction
the
contract
respective trade receivables and contract assets
including;
revenue and collectability of
- Obtaining an understanding of the key
controls, in particular the estimation and
review of costs to complete; and
- Understanding the project review control
that is undertaken by Group management
on a monthly basis.
For a sample of contracts selected based on
quantitative and qualitative characteristics our
procedures included:
- Obtaining an understanding of the contract
terms and conditions and inspecting signed
contracts to evaluate whether contract
terms were reflected
in management’s
estimate of forecast costs and revenue;
-
-
-
Challenging the forecast costs to complete,
as well
supporting
documentation for contracted costs such as
materials, subcontractors and labour;
inspecting
as
Testing contractual entitlement, variations
and claims recognised in contract revenue;
For loss making contracts, recalculating the
expected loss at completion and verifying
that the appropriate loss was recognised;
and
BSA LIMITED ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
Page 3
and variations, both approved and not approved by
the customer. Management assesses the likelihood
of recovery prior to recognising the amount due
from the customer.
Credit risk and collectability of trade receivables and
amounts due from customers under construction
contracts are subject to estimation and judgement
and are required to be monitored by management
on an ongoing basis.
•
•
•
•
-
significant
Evaluating
to
liquidated damages for late delivery of
contract works.
exposures
Assessing the completeness and accuracy of the
aged debtor listing (including ageing analysis) and
contract asset reports at year end, and on a sample
basis, agreeing to the subsequent receipt of cash;
For the trade receivable balances that were not
collected prior to the
issue of the financial
statements, evaluating on a sample basis the
probability of recovery of outstanding amounts by
reference to the status of contract negotiations,
correspondence with the customers, external and
internal
supporting
advice
documentation, historical recoveries and other
supporting documentation;
legal
and
Confirming that contract asset amounts at year
end were subsequently billed to the customer;
For the contract asset amounts that were not billed
to the customer, challenging management’s
assessment of the recoverability of these amounts
via inquiry of management, inspection of internal
and external
inspection of
legal advice, or
subsequent billing approved by the client; and
PPrroovviissiioonn ffoorr lliittiiggaattiioonn aanndd ccllaaiimmss
Our procedures included, but were not limited to:
•
Assessing the appropriateness of the disclosures in
the financial statements.
The Group is party to legal proceedings and claims
brought by third parties as a result of normal
business operations. As disclosed
in note D3,
management have assessed each of these legal
matters and determined, with the assistance of
external legal counsel where relevant, whether
there is a requirement to provide for expected
exposures or disclose a contingent liability in the
consolidated financial report.
Judgement is applied when determining the likely
litigation and claims. The most
settlement of
significant legal claims are related to payroll tax
liabilities with the Office of State Revenue (“OSR”) in
New South Wales, Queensland and Victoria.
•
Evaluating management’s processes and controls
to assess the likely financial impact of legal
proceedings;
• Obtaining the Group’s
litigation reports and
making enquiries about the status of litigation
matters with Group management and external
legal advisors;
•
•
•
Reviewing minutes of meetings of those charged
with governance to identify their consideration of
legal proceedings as relevant and correspondence
between the Group and its external legal advisors;
Assessing management’s determination of the
provisions recorded for potential litigation losses
and claims; and
Assessing the appropriateness of the disclosures in
the financial statements.
69
BSA LIMITED ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
RReeccoovveerraabbiilliittyy ooff ddeeffeerrrreedd ttaaxxaattiioonn aasssseettss
Our procedures included, but were not limited to:
Page 4
As disclosed in Note B4, deferred taxation assets
were recognised to the extent that it is probable that
taxable profit will be available against which a
deductible temporary difference can be utilised.
In assessing the future taxable profits, management
has made a forecast based on assumptions in
relation to the future taxable income of the Group,
thereby concluding on the recoverability of these
assets.
judgements and assumptions made by
The
management
include the
in their assessment
forecasted cash flows, the growth rates applied to
those cash flows, identification of potential new
projects and success rates for projects in tender as
well as the Group’s ability to execute these plans.
Due to the significant estimation uncertainty related
to the future taxable income, the assessment of the
recoverability of deferred tax assets is considered to
be a matter of significance to our audit.
•
•
•
•
•
Evaluating management’s assessment of forecast
future taxable income, and the realisation of the
deferred taxation asset, by evaluating the integrity
of the 3 year cash flow forecast, and consistency of
key inputs and assumptions with the going concern
model;
Evaluating the integrity of the forecast, including
the review of the key inputs and assumptions (e.g.
revenue, margin, EBITDA, capex, working capital
changes) and assessing that these are both
appropriate and consistently applied;
Assessing management’s ability
reasonable
budgets to actual results;
to prepare
forecasts by comparing previous
Assessing management’s analysis of the timing of
the reversal of the deferred taxation asset against
the forecast taxable income;
Performing sensitivity analysis by adjusting the key
assumptions (i.e. growth rate assumption on
revenue and operating expense, gross margin
assumption, working capital change assumptions)
with a reasonable percentage to determine
whether it would affect the utilisation of the
deferred tax asset; and
•
Assessing the appropriateness of the disclosures in
the consolidated financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2022 but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report 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 report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report 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.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
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BSA LIMITED ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
Page 5
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the Australian Auditing Standards 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 this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, 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 appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents 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 financial report. We are responsible for the direction,
supervision and performance of the Group’s 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.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
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BSA LIMITED ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
Page 6
RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 24 of the Directors’ Report for the year ended
30 June 2022.
In our opinion, the Remuneration Report of BSA Limited, for the year ended 30 June 2022, complies with section
300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
LA De Rooij
Partner
Chartered Accountants
Sydney, 23 August 2022
72
BSA LIMITED ANNUAL REPORT 2022
SHAREHOLDER INFORMATION
THE SHAREHOLDER INFORMATION SET OUT BELOW WAS APPLICABLE AS AT 31 JULY 2022
A. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of equity security holders by size of holding:
Number of
Holders
Ordinary
Shares
Percentage
Held
Number of
Holders
Quoted
Options
Percentage
Held
197
516
300
733
253
57,271
1,587,766
2,321,185
29,920,418
0.01%
0.28%
0.41%
5.22%
538,180,140
94.08%
22
51
19
72
44
10,673
138,723
141,930
2,929,543
0.01%
0.10%
0.11%
2.18%
131,143,134
97.60%
1,999
572,066,780
100.00%
208
134,364,003
100.00%
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Unmarketable Parcels
Minimum $500 parcel at $0.0610 per unit
Minimum $500 parcel at $0.0610 per unit
Shares
Options
8,197
31,250
883
127
2,725,067
946,567
Minimum Parcel Size
Holders
Units
B. EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name of Holder
NATIONAL NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
BIRKETU PTY LTD
SANDHURST TRUSTEES LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
EMELWIN PTY LTD
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
EDINGTON PTY LIMITED
CTSF PTY LTD
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
MISS YAN LI
LAYUTI PTY LTD
MR TIMOTHY HARRIS
MR NICHOLAS KELVIN YATES
VANWARD INVESTMENTS LIMITED
MRS SUSAN ELIZABETH MCGREGOR
MR GRAEME LESLIE HERRING + MRS JOAN HERRING
BOND STREET CUSTODIANS LIMITED
MR MICHAEL SEAN NEWTON
Top 20 Shareholders
Total Shares Issued
Ordinary Shares
Number
Held
Percentage
of Issued
202,958,400
128,453,785
96,114,870
24,445,797
7,013,346
3,493,959
2,509,756
1,962,292
1,769,376
1,675,945
1,615,341
1,400,000
1,388,888
1,302,105
1,259,524
1,194,807
1,092,742
1,090,656
1,036,444
1,000,000
35.48%
22.45%
16.80%
4.27%
1.23%
0.61%
0.44%
0.34%
0.31%
0.29%
0.28%
0.24%
0.24%
0.23%
0.22%
0.21%
0.19%
0.19%
0.18%
0.17%
482,778,033
84.39%
572,066,780
100.00%
73
BSA LIMITED ANNUAL REPORT 2022 SHAREHOLDER INFORMATION
THE SHAREHOLDER INFORMATION SET OUT BELOW WAS APPLICABLE AS AT 31 JULY 2022
The names of the twenty largest holders of quoted options are listed below:
Name of Holder
NATIONAL NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
BIRKETU PTY LTD
WHOLESALE INVESTOR AFSL P/L
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
MR JIAMING QUI
MR MATTHEW QI
EMELWIN PTY LTD
MR PAUL MERLO
SERLETT PTY LTD
MS XUEYAN QI
MCEVOLUSSION PTY LTD
MR CHRISTOPHER LINDSAY BOLLAM
DARMAL PTY LIMITED
JM STARCEVICH INVESTMENTS PTY LTD
JUSTFINE INVESTMENTS PTY LTD
SAGARIS CAPITAL PTY LTD
THE SPORTS CAFÉ AUSTRALIA PTY LTD
BOND STREET CUSTODIANS LIMITED
SUPERHERO SECURITIES LIMITED
Top 20 Option Holders
Total Options Issued
C. SUBSTANTIAL SHAREHOLDERS
Substantial shareholders in the Company are set out below:
NAOS ASSET MANAGEMENT LIMITED
LANYON ASSET MANAGEMENT PTY LIMITED
BIRKETU PTY LTD
D. VOTING RIGHTS
Options
Number
Held
Percentage
of Issued
64,570,458
31,624,572
22,939,110
48.06%
23.54%
17.07%
820,000
805,000
722,200
722,200
500,000
500,000
471,100
432,000
423,990
330,564
329,770
329,770
329,770
329,770
329,770
323,495
300,584
0.61%
0.60%
0.54%
0.54%
0.37%
0.37%
0.35%
0.32%
0.32%
0.25%
0.25%
0.25%
0.25%
0.25%
0.25%
0.24%
0.22%
127,134,123
94.62%
134,364,003
100.00%
Ordinary Shares
Options
Number
Held
Percentage
Number
Held
Percentage
195,440,707
128,272,954
96,114,870
34.16%
22.42%
16.80%
57,120,458
30,614,070
22,939,110
42.51%
22.78%
17.07%
The voting rights attaching to each class of equity securities are set out below:
(a) Ordinary shares
On a show of hands every member present at a meeting in person, or by proxy, shall have one vote and upon a poll each share shall have one vote.
(b) Quoted options
No voting rights.
(c) Rights over an ordinary share
No voting rights.
E. ON MARKET BUY-BACK
There is no current on-market buy back enabling the Company to buy-back shares over a 12 month period.
74
BSA LIMITED ANNUAL REPORT 2022
75
BSA LIMITED ANNUAL REPORT 2022 CORPORATE DIRECTORY
BSA Limited - Corporate
Registered Office (Sydney)
Advanced Property Solutions (APS)
Communications & Utility Infrastructure (CUI)
Unit C4, Building C
Lidcombe Business Park
3-29 Birnie Avenue Lidcombe NSW
+61 2 9763 6200
P
+61 2 9763 6201
F
corporate@bsa.com.au
E
www.bsa.com.au
W
Share Registry
Computershare Investor Services
GPO Box 2975
Melbourne VIC 3001 Australia
1300 85 05 05
P
+61 3 9415 4000
P
+61 3 9473 2500
F
Auditor
Deloitte Touche Tohmatsu
225 George Street
Sydney NSW 2000
Financier
Commonwealth Bank of Australia
201 Sussex Street
Sydney NSW 2000
www.bsa.com.au
76
BSA LIMITED ANNUAL REPORT 2022