RESULTS FOR ANNOUNCEMENT TO THE MARKET
FOR THE PERIOD ENDED 30 JUNE 2023
APPENDIX 4E
Company Details
Name of entity:
ABN:
BSA Limited
50 088 412 748
Current reporting period:
For the year ended 30 June 2023
Previous reporting period:
For the year ended 30 June 2022
Results for announcement to the market
Continuing operations
Revenue from ordinary activities
Profit / (Loss) after income tax (expense)/benefit
Discontinuing operations
2023
$’000
2022
$’000
Movement
Movement
$’000
%
239,817
5,929
244,099
(37,858)
Down
Up
(4,282)
43,787
2%
n/m
Loss after income tax (expense)/benefit
(8,889)
(4,384)
Down
(4,505)
103%
Loss for the period attributable to the owners of BSA Limited
(2,960)
(42,242)
Up
39,282
93%
2023
Cents
2022
Cents
8.292
(4.140)
(7.221)
(8.057)
2023
Cents
2022
Cents
(3.689)
(5.252)
Basic earnings per share
From continuing operations
Total group
Net tangible assets
Net tangible asset backing per ordinary share
Net tangible assets per ordinary security in the comparative period includes balances related to the divested businesses.
Control gained over entities
Not applicable.
Dividends
No dividends were paid or declared
Audit qualification or review
The financial statements have been audited and an unqualified opinion has been issued.
Attachments
The Annual Report of BSA Limited for the year ended 30 June 2023 is attached.
30 August 2023
BSA LIMITED RESULTS FOR ANNOUNCEMENT TO THE MARKET
BSA Limited
Annual Report
ABN 50 088 412 748
2023
2
BSA LIMITED ANNUAL REPORT 2023XX XXXX Contents
Chairman’s Report - 4
Financial Report - 30
Joint CEO Report - 6
Directors’ Declaration - 65
Directors’ Report - 13
Independent Auditor’s Report - 66
Remuneration Report - 18
Shareholder Information - 69
Auditor’s Independence Declaration - 29
Corporate Directory - 71
3
BSA LIMITED ANNUAL REPORT 2023XX XXXX Chairman’s Report
Dear Shareholders,
I am pleased to present the Chairman’s Letter for BSA’s Annual Report,
reflecting on the significant progress and achievements made during
a transformative financial year 2023. First and foremost, I want to
express my appreciation to our people, customers, shareholders
and stakeholders for their continued support. There were significant
developments over the past financial year which set the Group up for a
much stronger foundation in financial year 2024 and beyond.
PEOPLE AND SAFETY:
It gives me great satisfaction to report that over the year, we have
continued to make significant strides in enhancing the well-being of
our workforce and fostering a culture of safety and inclusivity. We
continue to support initiatives such as “Stop for Safety”, and our Health
and Safety Index Survey, with a continued focus on our BSA Safety
Absolutes which are our “non-negotiables” to effect worker safety.
We remain dedicated to investing in our employees’ growth and
development, providing them with the necessary tools and resources
to thrive both personally and professionally. The well-being of our
employees will always be a top priority, as we recognize that their
dedication and passion are what drives our continued success. Our
efforts continue to yield results, particularly in our improved safety
measures and we are pleased to report an uptick in our employees’
satisfaction surveys.
FINANCIAL:
I’m pleased to report that our Telecommunications and Smart energy
operations have demonstrated robust financial performance, exceeding
expectations and greatly recovering the previous dip in profitability
in financial year 2022. Through our customer service excellence and
trusted delivery partner approach, we have continued to deliver value to
our customers which is reflected in our financial results.
The Advanced Property Solutions (APS) Maintain and APS Fire
Build QLD have been divested, as announced in November 2022
and May 2023 respectively. Total proceeds received of $21.6 million
have substantially improved the Group’s balance sheet, allowing the
Group to meet various provisioned legacy costs. These divestments
were executed meticulously, ensuring minimal disruption to our other
business operations under strong leadership.
By divesting the non-core assets, we have vastly simplified the business,
improved overall financial performance by removing unpredictable and low
margin work, and also unlocked resources to reinvest in our core strengths.
This strategic decision has been instrumental in focusing our efforts.
LEADERSHIP:
The decision to appoint Joint CEOs was part of our strategic plan to
strengthen our leadership and bring in diverse perspectives to guide
the Group through its next phase of growth. Recognizing the critical
role of leadership in our journey of Stabilise, Focus, and Transform, the
Board of Directors commenced an executive search to find leaders who
possess the vision, experience, and passion needed to lead BSA.
Following this process, Arno Becker and Richard Bartley, both internal
candidates, were appointed to the joint CEO role in April this year
bringing with them a wealth of experience and a proven track record
of success. Both individuals possess a deep understanding of the
Telecommunication and Smart energy markets and bring the ability to
capitalise on emerging opportunities, such as the electric vehicle industry.
4
BSA LIMITED ANNUAL REPORT 2023CHAIRMAN’S REPORT2023 Key Highlights for continuing operations $239.8 millionRevenue$16.2 millionEBITDA$5.9 millionNet Profit OPERATIONS:
We took a strategic decision to divest non-core, underperforming
assets, which has allowed us to shift our focus towards the
Telecommunication and Smart energy markets, where we have brand
recognition, a proven track record of excellence and a competitive
advantage. Divesting the non-core assets was a pivotal move in our
journey to Stabilise, Focus, and Transform. This aligns with our vision for
sustainable growth and positions us as a more agile and focused Group,
well-equipped to capture emerging opportunities in the market. As a
result, we are now better positioned to capitalize on opportunities and
deliver value to our customers and shareholders alike.
The benefits of reallocating resources efficiently and concentrating
on our core competencies are already becoming apparent, and we
are excited about the positive impact it will have on our financial
performance going forward.
Our success is forged on strong, long-term partnerships with key
clients providing them with service excellence, innovative solutions and
delivering on our promises. We have a trusted relationship with nbn
and are a critical delivery partner in one of Australia’s most important
infrastructure assets. Going forward we will build on these partnerships
with recurring revenue whilst targeting expansion into additional
services and new geographies.
Future initiatives underpinning our transformation will focus on
the opportunities of the electric vehicle (EV) revolution. The rapid
proliferation of EVs presents unique challenges and opportunities in
these markets. As a leader in the Telecommunications industry with
vast experience of enabling new industry roll outs, we see immense
potential to play a pivotal role in the EV ecosystem with our customer
Nicholas Yates
experience expertise and national footprint, and by leaning on our electric
capabilities developed in the smart energy markets. BSA is actively
exploring partnerships and collaborations with EV service providers to
design and deploy smart, reliable charging network infrastructure.
Our transformation journey will be underpinned by our commitment to
excellence, strategic partnerships, and a customer-centric approach. We
are confident that through the combined efforts of our Directors, our
newly appointed Joint-CEOs, and the wider BSA team, we will enter a
sustainable growth phase.
We are optimistic about our ability to deliver value to our shareholders,
generate positive societal impact, and be our customers’ trusted partner.
In conclusion, I extend my sincere appreciation to the Board of Directors
for their steadfast guidance and to all BSA people for their hard work
and dedication. I’m confident that by staying true to our values and
embracing our transformation journey, we will achieve success and
return value to all our stakeholders.
Thank you for your continued support and I look forward to reporting
on more progress next year.
Sincerely,
Nicholas Yates
Chairman of the Board | BSA (ASX: BSA)
5
BSA LIMITED ANNUAL REPORT 2023CHAIRMAN’S REPORT2023 Key Highlights for continuing operations$239.8 millionRevenue$16.2 millionEBITDA$5.9 millionNet Profit Joint CEO Report
Dear Shareholders,
It is our privilege to present to you the annual report of BSA Ltd. As we present the annual report we are
reminded of the transformational journey we have undertaken over the last 12 months and acknowledge the
unwavering commitment of our teams, clients, shareholders and stakeholders as we move forward.
REVIEW OF OPERATIONS
Over the past 12 months, the Group has undergone a strategic transformation, focusing on divestment
to enhance core operations. Group results have shown marginal improvement with continuing
operations showing material improvement targeting the next phase of our strategic direction.
BSA continues to diligently implement its three-horizon strategy, which centres around ensuring
stability, focus and transformation.
TRANSFORM
• Accelerated growth on our terms
• Client partnerships
•
Increased shareholder returns
As part of this strategic approach, BSA made a significant move to divest its Advanced Property
Solutions (APS) business. APS provided the design, installation, maintenance and optimisation of
building services for all hard assets in facilities and infrastructure.
FOCUS
On 23 November 2022, BSA entered into an agreement to divest its APS Maintain business to
CBRE Group, Inc. The sale was successfully concluded on 3 February 2023, for $21.7 million before
transaction costs.
• Key tender targets
• Commercial improvement
• Scalable systems
The proceeds from the sale of APS Maintain have been effectively utilized by BSA to enhance
its working capital, enabling the Group to better manage operational costs and strengthen its
Balance sheet. This strategic decision consolidates BSA’s position in its core market and sets the
stage for further development in the Telecommunication and Smart energy sectors and allows for
more focused capital deployment.
On 9 March 2023, the Group announced its agreement to divest its APS Fire Build Queensland business
to Entire Fire Pty Ltd, a Melbourne based Fire Protection and Mechanical services company. The sale,
for nominal consideration, was completed on 16 June 2023, with an effective date of 1 June 2023.
The Group intends to exit the remaining APS Fire Build New South Wales business and has
initiated an active program to locate a buyer who can better utilise the strategic value of this
asset. Consequently, the assets and liabilities of the APS businesses have been classified as “held
for sale” as of 30 June 2023.
6
STABILISE
• Structural optimization
• Return to cash backed profits
• Core system functionality
• Exit low performing platforms,
branches and projects
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT Arno Becker
BSA has demonstrated a significant improvement
in its core capabilities demonstrating resilience,
innovation and adaptability with our clients.
Richard Bartley
With the successful completion of these two divestments, BSA
continues to re-align its focus on Telecommunication and Smart
energy markets committing to strategic growth and development.
These sectors offer higher growth potential and synergies with our
existing portfolio of clients and expertise.
FINANCIAL PERFORMANCE
Group focus, cost discipline and realignment has restored the Earnings
before interest, tax, depreciation and amortisation (EBITDA) profile for
continuing operations and a marginal overall improvement in Group
EBITDA. Focus remains on higher margin work streams and ensuring that
all serviced platforms within the business generate appropriate margin.
KEY FINANCIAL RESULTS
Revenue:
Continuing Operations
Discontinued Operations1
Total Revenue
EBITDA:
Continuing Operations
Discontinued Operations1
EBITDA pre-significant items 2
2023
$’000
2022
$’000
Variance
$’000
239,817
124,007
244,099
222,261
(4,282)
(98,254)
363,824
466,360
(102,536)
16,249
(14,316)
1,933
4,107
12,142
(3,996)
(10,320)
111
1,822
1 The results from the discontinued operations and assets held for sale is included to date of divestment and excludes gain on sale of operations of $6.5 million.
2 No significant items in the financial year 2023 (30 June 2022: total loss items of $43.1 million).
7
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT Continuing operations delivered revenue of $239.8 million (30 June 2023: $244.1 million), a marginal decrease compared to prior year. Stable
volumes and favourable margin mix delivered a sustainable EBITDA of $16.2 million which is significantly higher than the prior year of $4.1 million.
All platforms have consistently maintained stable volumes. This reflects the segment’s ability to maintain operational performance.
In addition to the stable revenue performance, the business put significant focus on ensuring its operating cost base reflected revenue. This effort
significantly contributed to the improvement in EBITDA.
The strategic focus on stability, optimization of costs, and capitalizing on a favorable work mix has led to positive financial performance despite a
slight decline in revenue compared to the previous year. This approach has been instrumental in demonstrating resilience, achieving positive results,
and positioning the segment for sustained growth in the dynamic market landscape.
DISCONTINUED OPERATIONS
Discontinued operations consist of the following operating units:
•
•
•
APS Maintain, divested 31 January 2023
APS Fire Build Queensland, divested 31 May 2023
APS Fire Build NSW, held for sale for the financial year
Prior to sale, the APS Maintain segment margin mix was negatively impacted by reactive revenue returning at lower than expected rates post
COVID-19.
The APS Fire segments, which comprise primarily construction contracts, were impacted by poor project performance, partially due to project
delays and consequential price increases due to supply chain disruptions.
APS Fire Build NSW has undergone significant commercial and senior management changes during the final quarter of the year which has already
had a positive impact on the business. The focus remains on people engagement, winning new work and optimizing commercial outcomes whilst
marketing the division for sale.
Reconciliation from EBITDA pre-significant items (non IFRS measure) to Net loss after tax:
2023
$’000
2022
$’000
16,249
4,107
-
(43,089)
(4,245)
(2,382)
9,622
(3,693)
5,929
(8,889)
(2,960)
(5,481)
(1,451)
(45,914)
8,056
(37,858)
(4,384)
(42,242)
EBITDA pre-significant items from continuing operations
Significant items
Depreciation and amortisation
Finance costs
Profit/(loss) before income tax from continuing operations
Income tax (expense)/benefit
Profit/(loss) after income tax from continuing operations
Loss after tax from discontinued operations
Loss after income tax for the year
8
BSA LIMITED ANNUAL REPORT 2023JOINT CEO REPORT OPERATING CASH FLOW
The operating cash outflows showed a decline of $4.1 million to $17.9 million, compared to the previous comparative period of $13.8 million.
The net cash outflow for the year was significantly influenced by previously-provisioned legal settlements, totaling $11.0 million, which included the
$6.6 million Class Action Tranche 2 settlement payment. The final Tranche of $9.0 million will be paid no later than 30 June 2024.
The Group has also been impacted by significant working capital changes due to customer terms. These terms are now stable and not subject to
material change.
During the year, the Group repaid $7.5 million of its borrowings to its financier. BSA continues to manage its cash flows and net working capital
balances to minimize utilization of available financing facilities.
BALANCE SHEET AND FUNDING
The Group has $11.0 million of undrawn financing facilities at 30 June 2023, relating to its borrowing base facility, which supports working capital.
In February 2023, the Group’s finance facilities with CBA were reduced to align and support the continuing operations of the business post the
APS Maintain divestment. The cash advance facility of $6.0 million was removed and the working capital facility of $37.5 million reduced to $15.0
million. The revised facilities are provided on similar terms to the Group’s existing arrangements.
9
BSA LIMITED ANNUAL REPORT 2023JOINT CEO REPORT OPERATIONAL UPDATE
The nbn Unify Services contract was successfully mobilized towards the
end of financial year 2022 with all initial implementation items enabled
resulting in no further mobilization costs incurred during the year ended
30 June 2023, which improved profitability. In addition, the business
negotiated improved pricing as part of the annual review process.
During the second half, favourable margin mix was achieved as volumes
increased on the nbn X2P (X2P: Fibre to Node, Fibre to Curb converting
to Fibre to premises) roll out which we expect will continue to grow into
the future.
Foxtel delivered higher revenue due to volumes driven by the Cable to
Satellite transition project. Increased cost control and pricing strategy
has led to improved EBITDA margins in the year ended 30 June 2023.
Foxtel demand continues to be negatively impacted through the
continuous roll out of streaming services.
During financial year 2023, BSA secured and mobilised a smart metering
contract with Intellihub with demand gradually increasing over the year.
Volumes continue to show strong momentum into 2024. In addition, the
existing Vector contract performed strongly. BSA now has partnerships
with two key clients in the smart energy space and continues to expand
its capability through attracting and growing its electrician resource base.
The Group made its initial entry into the emerging high growth Electric
Vehicle (“EV”) market with our foundation EV partners including Go
Evie, Tesla and Ohmie. Over the next 3 years, the EV market is expected
to continue to grow exponentially and BSA capabilities are very well
positioned to take advantage of this high growth market with our best-
in-class end to end Field Services operating model and our existing and
growing electrician resource base. Our EV focus will become increasingly
important to our success as we execute our longer-term strategy.
10
Our Wireless business which services key customers including NSW
Telco, TPG and Indarra has a strong pipeline moving into FY2024.
In May 2023, a direct contract with Telstra was secured and we are
targeting further expansion into wider Telstra scopes in FY2024. Our
go forward Wireless strategy has been refreshed to align to the recent
structural changes that occurred within the industry following the sale
of wireless assets by the Telco carriers to investment/super funds.
WORKPLACE HEALTH, SAFETY AND ENVIRONMENT
During the year ended 30 June 2023, BSA maintained a strong
commitment to upholding the health, safety, and wellbeing of its
workforce and the community. The Group placed great importance
on its core value of ‘we work safe and go home safe,’ making it a
central focus of its operations. BSA’s approach to improving health,
safety, and environmental performance, as well as fostering a positive
organizational culture, was marked by its maturity and strategic
planning. These efforts were channeled through a series of noteworthy
initiatives, which were strategically aligned with four key pillars:
•
•
•
•
Leadership
Systems and Risk
Engagement
Health and Wellbeing
To strengthen safety leadership, BSA partnered with Safety Dimensions
to conduct Safety Leadership Training for 40 operational leaders in
Sydney and Melbourne during financial year 2023. The training forms
part of the BSA Safety Leadership Pathway and is designed to provide
leaders with due diligence, values and belief alignment, and the skills
and competencies to enhance engagement and influence over the
safety and cultural maturity of BSA.
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT JOINT CEO REPORT
Overview
$239.8m
$16.2m
Revenue for continuing operations
EBITDA FY2023 for continuing
operations (CUI division, including
corporate).
$43.2m
BSA market capitalisation as at
30 June 2023.
$15.0m
$21.6m
3.92
The Group’s financing facilities with CBA
were reduced to align and support the
continuing operations of the business.
Proceeds from the divestment of APS
Maintain and APS Fire Build QLD.
Continuing TRIFR Absolute safety
focus
The Health and Safety Index engagement survey diagnostic tool is
a workforce engagement survey and scoring system designed to
provide statistically reliable feedback, benchmarking and evaluation
contributing factors to inform strategic choices on health and safety
matters. The completion of this initiative in June 2023 marks the
third time BSA has partnered with FEFO Consulting to complete the
Index Survey, which was completed in FY2021, FY2022 and now in
June 2023. It also aligns to BSA’s commitment to shifting its focus
from traditional lag indicators such as injury frequency rates to lead
indicators such as workforce health and safety engagement scores.
Management is very pleased to report an increase in survey results
from 75% to 83%.
During financial year 2023, BSA had 21 very passionate and committed
employees undergo Mental Health First Aid training and these
employees are now accredited “Mental Health First Aiders.” This
initiative shows BSA’s ongoing commitment to the mental health and
wellbeing of its workforce.
The Critical Risk Control Check program, initiated early in financial
year 2023, became an integral part of BSA’s safety practices, ensuring
compliance with the Safety Absolutes – the BSA’s life-saving rules.
With over 5000 critical risk control checks completed since October
2022, BSA reaffirmed its commitment to understanding and addressing
factors affecting worker safety and exposure to critical risks.
BSA maintained its accreditation with the Office of the Federal Safety
Commissioner and to the relevant safety, environment and quality
international management standards through its third-party vendor
Best Practice Certification.
Lost time and total recordable injury frequency rates (LTIFR and
TRIFR) remained stable as BSA pivoted towards focusing on lead key
performance measures. For the BSA Group (including discontinued
operations up until divestment date), LTIFR increased marginally from
2.83 to 2.92 whilst TRIFR decreased from 6.23 to 5.48.
Overall, BSA’s dedication to proactive safety measures, strong leadership,
and employee wellbeing initiatives demonstrate its continuous efforts to
foster a safe and healthy work environment, reinforcing its commitment
to excellence in health, safety, and environmental performance.
COMMUNITY AND DIVERSITY:
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.
BSA’s first Reconciliation Action Plan (RAP) was endorsed in March
2023 by Reconciliation Australia. Our Reflect RAP demonstrates our
commitment to scope and further develop relationships with Aboriginal
and Torres Strait Islanders within the sphere of our influence and
continually to grow awareness internally with our employees.
We believe in doing our part to reduce climate change. BSA has
commenced the journey to develop our climate strategy to understand,
mitigate, and manage the financial and reputational risks that impact
our business and our ability to serve our customers.
We are in the process of completing the first step in our emissions
reduction journey by conducting an inventory of our greenhouse gas
emissions.
11
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT Diversity & Inclusion (“D&I”) has remained a focus area for BSA in
FY2023. The Plan outlines our approach and collaborative partnership
with Reconciliation Australia, it also sets out the actions we have
committed to as we progress through our reconciliation journey.
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.
BSA employees participated in the National Reconciliation Week
2023 and attended NSW’s NRW Virtual Breakfast to learn more about
becoming a voice for generations.
In FY2023, 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
gender balance across the group. This focus will continue across the
business in FY2024.
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.
BSA remains 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.
Employees completed Anti-bullying & Anti-harassment training,
Discrimination training and Equal employment opportunity training
during the year ended 30 June 2023.
We have zero tolerance for discrimination and train all our employees
on discrimination and harassment in the workplace. If an employee feels
they are the victim of discrimination or harassment, we have a clearly
outlined procedure to follow so that the issue is brought to light and
can be dealt with in accordance with our discrimination and harassment
policy. This process includes defined escalation for the reporting of
incidents and includes corrective or disciplinary action to be taken when
discriminatory behaviour or harassment is identified.
Leaders and managers are expected to engage in non-discriminatory
practices in hiring, promotion, and performance-management.
BSA acknowledges our employees’ right to freedom of association, to
include the right to form and join trade unions and the right to participate
in lawful activities of association. All employees were engaged on
individual employment agreements in the 2023 financial year.
OUTLOOK & GROWTH
Financial year 2023 was a transformative year, divesting non-core
assets, returning to sustainable EBITDA returns and ensuring customer
focus. BSA will continue to partner with its cornerstone customers
and deliver their expansion into new services across Australia. We also
recognize the shift into sustainable transportation and are strategically
embarking into the EV charging space. This expansion aligns with our
values of environmental responsibility.
In the near term we expect to deliver similar revenues and margins as
we did in FY2023. In the longer term we will confirm our strategic intent
into new markets and aim to deliver double digit EBITDA margins to
shareholders.
CONCLUSION
As we reflect on the achievements of the past year, we remain focused
on our long term goals to significantly increase shareholder value
underpinned by our company values. We continue to partner with our
clients and successfully adapt to changing market dynamics. We remain
committed to our three horizon path which we continue to execute.
Thank you for being an integral part of BSA’s journey.
Yours sincerely,
Arno Becker
Richard Bartley
12
BSA LIMITED ANNUAL REPORT 2023JOINT CEO REPORT The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the
‘Group’ or ‘BSA’) consisting of BSA Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at
the end of, or during, the year ended 30 June 2023.
BOARD OF DIRECTORS
BSA Limited’s board of directors comprises seasoned individuals who bring a wealth of knowledge and expertise from diverse fields. Their collective
proficiency, grounded in industry experience, underscores the Group’s commitment to effective corporate governance and strategic leadership.
NICHOLAS YATES
CHAIRMAN
DAVID PRESCOTT
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 spanning 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.
On 13 March 2014, he was appointed as the Managing Director and Chief
Executive Officer of BSA, a role he held until his retirement on 9 March
2020. Despite stepping down from his executive position, he continues to
play an essential role in the company as a Non-executive Director.
Nicholas was appointed as the Interim Chair of the BSA Board
on 29 March 2022. His dedication and commitment were further
acknowledged on 1 April 2023, when he was appointed as the Chairman
of the BSA Board, reaffirming his ongoing commitment to the Group’s
growth and success.
Other current directorships: Saunders International Limited (ASX:SND)
Special responsibilities: Member of Remuneration Committee
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 Operating
Officer and 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 a director of Wollongong Wolves
Football Club. Christopher was appointed as a Non-executive Director
on 2 September 2019.
Special responsibilities: Member of Audit Committee
As at 30 June 2023 and at reporting date, Birketu Pty Limited holds
12,014,359 shares and 2,867,389 options in BSA Limited.
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.
Special responsibilities: Chairman of the Remuneration Committee
At 30 June 2023 and at reporting date, Lanyon Asset Management
holds 16,034,119 shares and 3,826,759 options in BSA.
MICHELLE COX
NON-EXECUTIVE DIRECTOR
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 Director on the Board of Tourism Tasmania for
the past eight years, 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
has an Associate Diploma in Applied Science (Victoria University) and is
a Graduate of the Australian Institute of Company Directors along with
being an award-winning author, podcast host, and ceramist.
Michelle is currently a Non-executive Director on the board of tourism
adventure company Experience Co (ASX:EXP) (appointed 1 January
2020), and continues to be a shareholder in the tourism marketing
consultancy firm The Linchpin Company. Michelle was appointed to BSA
as a Non-executive Director on 30 July 2021.
Special responsibilities: Member of Audit Committee
13
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT BRENDAN YORK
NON-EXECUTIVE DIRECTOR
Mr York is a Chartered Accountant and a Bachelor of Business
Administration and Commerce. He has over 20 years of managerial,
accounting and reporting expertise in Executive and Non-executive
roles. 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),
Non-executive Director of Saunders International Limited (ASX:SND), a
Non-executive Director and Chair of the Audit Committee for Wingara
AG Limited (ASX:WNR), a Non-executive Director and Chair of the Audit
Committee for BTC Health Limited (ASX:BTC), and a Non-executive
Director of Mitchcap Pty Limited. Brendan was appointed to BSA as a
Non-executive Director on 16 November 2021.
DIRECTOR INDEPENDENCE
The Board considers two of BSA’s current Directors independent,
as defined under the guidelines of the ASX Corporate Governance
Council, being Nicholas Yates and Michelle Cox. While this results in the
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.
Special responsibilities: Chairman of the Audit Committee
COMPANY SECRETARY
At 30 June 2023 and at reporting date is a Portfolio Manager of NAOS
Asset Management which holds 26,335,778 shares and 7,140,057
options in BSA.
Arno Becker – appointed 15 May 2023
Graham Seppelt – resigned 15 May 2023
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, an explanation is
given in the Corporate Governance Statement which is available on the
Group’s website at www.bsa.com.au/about/corporate-governance.
14
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT MEETINGS OF DIRECTORS
During the year ended 30 June 2023, the number of meetings for BSA’s Board of Directors and its committees, along with the level of participation
by each Director, were as follows:
Nicholas Yates
David Prescott
Christopher Halios-Lewis
Michelle Cox
Brendan York
Board
Meetings
Audit
Committee Meetings
Remuneration
Committee Meetings
Meetings
Attended Meetings Held
Meetings
Attended Meetings Held
Meetings
Attended Meetings Held
12
12
14
11
14
14
14
14
14
14
-
-
4
4
4
-
-
4
4
4
4
4
-
-
-
4
4
-
-
-
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.
INDEMNIFYING OFFICERS OR AUDITORS
During the financial year, BSA Limited paid a premium to insure the
directors and secretaries of the company and its controlled entities, and
the executives of each of the divisions of the group.
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.
ISSUE OF SHARES
On 29 July 2022, the Group issued 1,125,457 ordinary shares at 5.6
cents per share. These shares were issued following the vesting and
conversion of performance rights, which were based on performance
metrics achieved during the year ended 30 June 2020. The performance
rights were also subject to a service condition, which expired in the year
ended 30 June 2022. The newly issued ordinary shares have the same
rank as existing shares, treating all shareholders equally.
On the 29 November 2022, the Group undertook a consolidation of
shares on a 1 for 8 basis. This consolidation reduced the total number of
shares from 572,066,780 to 71,508,980. Additionally, in accordance with
the 1:8 consolidation, 134,364,003 listed options were consolidated to
16,795,572 listed options.
OPTIONS
As at the date of this report, the unissued ordinary shares of the Company, under option, are as follows:
Grant Date
11 May 2022
Expiry Date
30 April 2025
Exercise Price (cents)
Number under Option
80.0
16,795,572
* On the 29 November 2022, the Group undertook a consolidation of shares on a 1 for 8 basis.
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
Fair value at
grant date (cents)
PRP Plan (Service Rights)
PRP Plan (Service Rights)
21 November 2022
21 November 2037
27 February 2023
27 February 2038
PRP Plan (Perfprmance Rights)
1 April 2023
1 April 2038
982,154
191,278
512,646
0.38
0.64
0.59
All rights outlined above have a $nil exercise price. During the year ended 30 June 2023, there were no rights granted under the BSA Limited NED
Fee Salary Sacrifice Plan.
15
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT KEY RISKS
BSA recognizes and deals with a variety of financial and non-financial risks and has a framework in place to enable the Group to assess and manage
risk on an ongoing basis. Neither the risks listed below, nor their mitigating actions are a comprehensive list.
Risk
Description
Actions
Strategic and
Operational risk
Safety
Effective working capital management and ensuring
overall Balance Sheet control. Operations span across
construction, contract and work force management.
Delivery of financial and operation performance in line
with market and financier expectations is critical. Failure
to effectively manage operations will impact going
concern assumptions of the Group.
Our workforce activities expose them to various risks.
These risks may result in fatality, disablement, or long-
term lost time injuries according to best practice and is
further underpinned by the BSA Safety Essentials which
aims to address the most prevalent risks.
Financial, Compliance
and Regulatory risk
The Group is required to comply with several laws,
regulations, rules and licensing conditions. Failure to
comply may lead to penalties, severe financial impacts,
legal cases and reputational damage.
Client concentration
The Group’s reliance on a limited number of key
clients, especially in the telecommunications sector, for
generating revenue and profitability. The concentration
with clients is inherent to operating in the Australian
telecommunication market that has a consolidated
network.
Cyber security and
technology
The likelihood of cyber-attacks escalating is driven
by the growing sophistication and resources of
cybercriminals. The Group is at risk of experiencing a
cyber-attack that has the potential to severely disrupt
customer services, compromise the privacy of customer
data, and create instability within financial systems.
Ability to Attract
and Retain Key Personnel
BSA is dependent on attracting and retaining key
personnel due to historically low unemployment and
inflationary wage pressures in the market.
Additionally, the Group recognizes the importance of
having access to a skilled pool of subcontractors across
Australia to efficiently carry out field-based work for its
clients.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Legal and risk frameworks adopted.
Financial review framework in place.
Open and honest communication with financiers.
Safey is BSA’s cornerstone value underpinning all
our operations.
The Group continuously communicates safety
issues and changes in requirements.
BSA fosters a culture of accountability and
empowers decision makers to mitigate risks.
Mandatory safety training, toolbox talks and focus
areas are rolled out.
Engagement with regulators in an open and
transparent manner.
Legal and compliance teams established to
address changes.
Mandatory training across multiple items.
Despite this inherent concentration, Management
and the Board maintain a vigilant stance and
proactively monitor factors that could potentially
disrupt or delay the flow of work from these major
customers.
Strategies aimed at actively diversifying the
Group’s income streams.
Development and offering of a broader range
of services, extending geographic coverage and
entering into new markets.
BSA establish cyber security capability.
Obtained ISO270012 accreditation.
Proactively implemented various strategies to
enhance the Group’s employee value proposition.
Roll-out of suitable incentive arrangements,
introducing retention bonuses, and actively
engaging employees in employee development,
talent identification, and succession programs.
16
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT NON-AUDIT SERVICES
PROCEEDINGS ON BEHALF OF THE COMPANY
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 for audit and
non-audit services during the year are set out in note B3 to the financial
statements.
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.
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.
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.
AUDITORS INDEPENDENCE DECLARATION
The lead auditors’ independence declaration for the year ended 30 June
2023 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 of the kind referred to in ASIC Corporations (Rounding
in Financials/Directors’ Reports) Instrument 2016/191, 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.
SUBSEQUENT EVENTS
No matter or circumstance has arisen since 30 June 2023 that has
significantly affected the Group’s operations, results or state of affairs,
or may do so in future years.
REVIEW OF OPERATIONS
The Operating and Financial Review is set out on page 6 of this annual
report and incorporated into the Joint-CEO Report.
17
BSA LIMITED ANNUAL REPORT 2023DIRECTOR’S REPORT REMUNERATION REPORT
CONTENTS - REMUNERATION REPORT
SECTION 1. REMUNERATION HIGHLIGHTS
SECTION 2.
INTRODUCTION
SECTION 3. REMUNERATION GOVERNANCE
SECTION 4. REMUNERATION STRATEGY
SECTION 5. EXECUTIVE REMUNERATION FRAMEWORK AND OVERVIEW OF INCENTIVE PLANS
SECTION 6.
INCENTIVE PLAN OPERATION
SECTION 7. NON-EXECUTIVE DIRECTOR REMUNERATION
SECTION 8. BUSINESS PERFORMANCE AND AT-RISK REMUNERATION OUTCOMES
SECTION 9. REMUNERATION OUTCOMES
SECTION 10. OTHER STATUTORY DISCLOSURES
SECTION 11. OTHER TRANSACTIONS WITH KEY MANAGEMENT
SECTION 12. VOTING OF SHAREHOLDERS LAST YEAR’S ANNUAL GENERAL MEETING
1. REMUNERATION HIGHLIGHTS
BSA Limited’s Remuneration Report for the year ended 30 June 2023 reflects the remuneration of its Key Management Personnel and Non-
Executive Directors and emphasizes the connection between performance and reward outcomes for the financial year. The report also highlights
strategic changes made in preparation for the future. Key highlights are as follows:
Changes to Leadership Team
Effective 1st April 2023, BSA Limited appointed Arno Becker as CFO and joint CEO, alongside Richard Bartley as COO and joint CEO, following
a CEO search process aimed at identifying the best candidates to lead the Group’s next phase of growth. We welcome Arno and Richard, both
internal candidates equipped with the skills and knowledge to the lead the Group. We recognise their synergistic skill sets, industry knowledge, and
commitment to the Group’s success.
In addition to a review of total fixed remuneration, as well as new short-term and long-term incentives, the newly appointed Joint CEOs were
granted 256,323 sign-on performance rights each, signalling commitment to their vision and leadership. The performance rights will vest equally
on 30 June 2024 and 30 June 2025 based on service conditions and achieving defined earnings per share (EPS) growth targets in those years
compared to the respective previous year.
Group Performance
The Group faced significant challenges in FY2023, primarily in relation to divested and held for sale operations and the Group was unable to achieve
its targets for the year ended 30 June 2023. However, the CUI business unit demonstrated exceptional performance, materially ahead of its budget
for the year and in such case the Remuneration Committee considered appropriate incentives relating to FY2023 for that business unit.
Resetting for the Future:
In line with strategic planning, BSA Limited made the decision to divest its loss-making divisions (APS) and focus on Telecommunication and Smart
energy solutions sectors. This forward-looking move aims to position the Group for future growth and profitability by streamlining operations and
focusing on core strengths.
Recognizing the strategic significance of the successful divestment of APS Maintain and the proceeds received from this transaction assisting to
satisfy material historical incurred liabilities, the Remuneration Committee has awarded a $100,000 cash bonus and the issue of 191,278 service
rights to Arno Becker (these service rights have a fair value of $122,418). These service rights vest equally in two tranches at 30 June 2023 and
30 June 2024.
18
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT The remuneration report acknowledges these outcomes and is designed to support the Group’s strategic direction by incentivizing and rewarding
performance while retaining top talent. It aligns with BSA Limited’s goal of preparing for the future and maintaining a strong leadership team to
drive the Group’s growth and prosperity.
2. INTRODUCTION
This remuneration report sets out the remuneration of Key Management Personnel (KMP) for the year ended 30 June 2023. 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’) and Joint Chief Executive Officers (‘CEO’), who together have the authority and responsibility for planning, directing and controlling the
activities of the Group.
The KMP in the year ending 30 June 2023 are listed below.
Name
Position
Term as KMP
Non-executive Directors
Nicholas Yates
Michelle Cox
David Prescott
Christopher Halios-Lewis
Brendan York
Group Executive
Arno Becker
Independent Chair
Independent Director
Director
Director
Director
Appointed Chair 1 April 2023, previously Interim Chair
Full term
Full term
Full term
Full term
Interim Chief Executive Officer and Chief Financial Officer
15 April 2022 – 30 March 2023
Joint Chief Executive Officer and Chief Financial Officer
Commenced 1 April 2023
Richard Bartley
Joint Chief Executive Officer and Chief Operating Officer
Commenced as KMP on 1 April 2023
There have been no changes in KMP between the end of the reporting period and publication of the Annual Report.
19
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT 3. REMUNERATION GOVERNANCE
BSA has a robust remuneration governance structure, with a separate Remuneration Committee to support the Board. The Remuneration Committee
is tasked with ensuring BSA’s people strategy including our remuneration framework, policies and practices are aligned with BSA’s values, strategic
objectives and good governance principles.
Non-executive Directors attend all Board meetings and are invited to committee meetings where they are not members. Members of the
Remuneration Committee are fully informed of any issues or discussions arising during the Audit and Risk Management Committee meetings, and
vice versa, enabling a comprehensive assessment of any relevant risk considerations in remuneration decision making.
The remuneration of NED and Executives is ultimately approved by the Board. Recommendations for
the remuneration of NED and Executives is provided by the Remuneration Committee.
BOARD
With advice and support of the
REMUNERATION COMMITTEE
The Remuneration Committee is the key governing body with respect to remuneration matters
within the Group. It oversees NED, Executives 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 Executive remuneration matters and NED fees.
External and independent advice
BSA may engage external consultants for market data on salary benchmarking and relevant pay practices. No recommendations in relation to
Executive’s remuneration were provided during the year.
4. REMUNERATION PRINCIPLES
Our purpose, values and remuneration principles
BSA purpose is to be our clients’ indispensable partner for the design, delivery and management of innovative asset solutions.
BSA is a people business and our team members play a key role in bringing our organisation values to life through their actions and behaviours. Our
values reflect our culture and have a lasting impression on our customers and the communities we serve.
20
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT BSA values
BSA is dependent on large and complex workforce. Our approach is simple – Right technician – Right place – Right time.
Remuneration principles
To execute its vision BSA’s remuneration principles aim to:
•
•
•
•
•
•
Attract, motivate and retain high-calibre Executives and employees
Align the creation of long-term shareholder value and achievement of Group goals in pursuit of its vision
Provide market-specific competitive rewards
Tailor reward to the unique requirements of the role and the employee’s contribution to BSA’s long-term success
Provide appropriate rewards, in line with Group and individual performance
Have highly engaged executives
5. EXECUTIVE REMUNERATION FRAMEWORK AND OVERVIEW OF INCENTIVE PLANS
Executives are remunerated with a combination of fixed and long-term compensation. The following table provides a summary of the key elements
of the remuneration framework.
Fixed annual remuneration (TFR)
Variable remuneration
Deferred Incentive
Purpose
The main objective is to attract and retain high
quality executives by offering competitive and
equitable compensation.
Delivery
TFR for Executives encompasses the base
salary, benefits, and statutory entitlements,
including Superannuation. The TFR is
subject to an annual review to ensure it is
competitive with the market and reflects the
responsibilities of the position. The terms of
employment do not include guaranteed base
pay increases.
A portion of the remuneration is designed to
be variable, taking on an element of risk and
directly linked to achieving predetermined
targets for both financial and non-financial
metrics that align with BSA’s strategic priorities.
By nurturing their dedication and aligning their
goals with long-term success, the organization
aims to retain them as valuable assets for an
extended period.
Variable remuneration for Executives includes participation in the BSA Performance Reward Plan
(PRP), consisting of two components:
Short Term Incentive (STI): Comprising 50% of
the PRP, the STI is paid to the Executives in cash.
Deferred Incentive (DI): Comprising 50% of
the PRP, the DI is a grant of service rights and
is subject to a 24-month service condition.
Upon meeting the service vesting conditions,
the service rights convert to ordinary shares,
granting the Executives ownership rights in
the Group.
21
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORTWE WORK SAFE & GO HOME SAFE.our company valuesWEENABLE OUR CUSTOMERS’ SUCCESS.our company valuesWEEMBRACEDIVERSE THINKING ANDSOLUTIONS.our company valuesour company valuesWEALWAYSDO THERIGHTTHING. Alignment to performance
The remuneration amount and structure are
regularly reviewed to ensure they remain
competitive in the market, considering
the responsibilities and experience of the
Executives in their respective roles.
Deferred Incentives include retention
requirements for up to two years from the
commencement of the financial year on which
the at-risk variable reward is determined.
Each Executive’s performance is directed
towards specific Key Performance Indicators
(KPIs) that are directly relevant to their
respective roles. These KPIs are well-defined and
have undergone approval by the Remuneration
Committee.
The KPIs cover various areas, including safety,
financial performance, people management,
and customer metrics. This approach ensures
that each Executive’s objectives align with
the organization’s strategic priorities in these
critical domains.
By defining clear and measurable KPIs, the
organization provides executives with a focused
roadmap for achieving success in their roles
The Remuneration Committee retains the ability to pay a discretionary award with any award made under discretionary considerations outlined in
section 6.
Remuneration Mix
As a result of the above principles and framework the continuing Executive target remuneration is as follows:
Arno Becker
76%
12%
12%
Richard Bartley
76%
12%
12%
-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
Fixed
STI
Deferred Incentive
Service agreements
Remuneration and other terms of employment for Executives are formalised in service agreements
Service agreement terms
KMPs
Arno Becker and Richard Bartley
Term of agreement
No fixed term but subject to termination provisions
Total fixed remuneration
$442,000 per annum (inclusive of statutory superannuation), effective from 1 April 2023.
Termination provisions
4 months notice by either the joint CEO or the Company other than where employment is terminated for
cause in which case the Company may terminate with no notice period.
Post employment restrictions
Both Arno Becker and Richard Bartley will be subject to post-employment restraints (both non-compete and
non-solicitation) for a maximum of 12 months.
22
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT 6. INCENTIVE PLAN OPERATION
Employee Performance Rights Plan
The BSA Performance Reward Plan (‘PRP’) provides Executives 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 Executives participate in the PRP. Various other senior management within the Group are also eligible for
the PRP.
Target PRP reward as % of TFR
30% (note: Other senior management within the Group have target PRP ranges between 10% and 30% of TFR).
Performance measures
A Board approved EBITDA Gateway (‘Group Budget’) must be achieved to trigger any payments under the
PRP. These metrics are as follows:
Threshold
Below 90% Group budgeted EBITDA
90% Group budgeted EBITDA
100% Group budgeted EBITDA
120% Group budgeted EBITDA
PRP Bonus Available
(% of target available for assessment against Executives KPIs)
0%
60%
100%
120%
Once the EBITDA gateway is met and scaled as noted above, a participant’s individual PRP award is
determined based on individual KPIs. For Executives these KPIs are as follows:
KPI
Why measure was chosen
Safety: site visits and inspections and
incident deep dives
Financial: Group EBITDA
Supports BSA commitment to safety.
Balances performance to ensure that business has underlying
profitability
Financial: Cash Conversion
Ensures the business optimises its cashflow
People: Retention and engagement
BSA is a people business. These metrics reflect the ability of
BSA to retain and engage its workforce to service its clients.
Other project specific individual KPIs
Allows for individual outcomes which benefit the Group
The deferred Service Rights are conditional and only vest if the Executive 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
FY2023 deferred service rights the Executive is required to be employed up to and including 30 June 2025).
The Deferred Incentive is primarily via an issue of Service Rights which convert to shares once the Executive
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.
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.
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.
In the event of cessation of employment, an Executive’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 Executive 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.
23
Deferred Incentive vesting criteria
Valuing deferred awards
Board discretion
Termination
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT 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.
In FY2023, the Remuneration Committee elected to consider Group performance excluding divested (APS Maintain and APS Fire Build QLD) and
held for sale assets (APS Fire Build NSW) when determining the Board approved EBITDA Gateway. This was due to continuing operations being
managed separately from discontinued operations and the overall Group performance not reflecting the efforts of management in building a
sustainable, focused and profitable go-forward business for FY2024.
7. NON-EXECUTIVE DIRECTOR REMUNERATION
Non-executive Directors (NEDs) receive fixed remuneration by way of cash fees. The NEDs are entitled to participate in the Non-executive Director
Fee Sacrifice Equity Plan (‘NED Plan’) as outlined below.
NED fees reflect the demands made of, and the responsibilities and skills of the NEDs.
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.
All NEDs have open agreements with no fixed term.
Following the divestment of APS Maintain and APS Fire Build QLD, the Board has recognized the smaller Group size and acted accordingly by
making adjustments to Director fees. This decision reflects the Board’s commitment to aligning remuneration with the Group’s current scale and
responsibilities. The following table outlines the base NED fees. Fees are inclusive of statutory superannuation.
Chair
Other Non-executive Directors
Fees are inclusive of statutory superannuation.
Total
$
115,000
75,000
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.
24
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT 8. BUSINESS PERFORMANCE AND AT-RISK REMUNERATION OUTCOMES
Group performance metrics over the last five years were as follows:
EBITDA pre-significant items
EPS for the group - cps
Closing Share Price ($) 1
Dividend declared per share (cents)
FY2023
FY2022
FY2021
FY2020
FY2019
1,933
(4.140)
0.600
-
111
(8.057)
0.069
-
23,122
0.341
0.325
1.0
25,880
1.811
0.300
1.0
24,612
2.523
0.325
0.5
1. In FY2023, the share price impacted by consolidation of shares on a 1 for 8 basis.
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.
FY2023 incentive outcomes
Name
PRP Target % of TFR
PRP Stretch Target % of TFR
Total % of TFR available under PRP
Actual % of TFR achieved
Forfeited % of TFR ⁸
PRP Cash (50%)¹
PRP Deferred Rights (50%)²
PRP Amount
Outperformance Incentive ³
Total FY2023 performance Incentive
% of TFR ⁴
Cash Retention ⁵
Transaction Incentive ⁶
Total Incentives FY2023
% of TFR
Arno Becker
Richard Bartley
30%
6%
36%
11.3%
24.7%
24,919
24,919
49,838
-
49,838
11.3%
150,000
150,000
349,838
79.1%
30%
6%
36%
33.9%
2.1%
74,919
74,919
149,838
100,000
249,838
56.5%
100,000
-
349,838
79.1%
1. PRP Cash is paid within 4 months of the completion of the financial year.
2. PRP Deferred Rights are subject to a 2-year service condition following the completion of FY2023 before they are converted into ordinary shares.
3. Outperformance incentive represents a discretionary bonus awarded in relation to the achievement of performance targets in excess of the PRP stretch targets. For
Richard Bartley, the Board considered the performance of the CUI division in isolation to the divested divisions in BSA.
4. TFR represents total fixed remuneration as at 30 June 2023. Both Arno Becker and Richard Bartley received differing amounts of remuneration prior to their
appointments as Joint-CEOs on 1 April 2023.
5. Cash retention represents cash incentives received during FY23 for the completion of respective service periods.
6. Transaction incentive represents an incentive granted to Arno Becker following the completion of the APS Maintain divestment. The incentive was $100,000 in cash
and approximately $100,000 in service rights of which 50% vested in the FY23 year.
7. Richard Bartley was a KMP from 1 April 2023 however the above table represents incentive outcomes for the full financial year 2023.
8. Forfeited % of TFR represents the KPI achievement adjusted element of the PRP plan.
25
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT 9. REMUNERATION OUTCOMES
2023
Non-executive Directors
Nicholas Yates
Christopher Halios-Lewis
David Prescott
Michelle Cox
Brendan York
Key management personnel
Arno Becker
Richard Bartley1
Short-term benefits
Post
employment
Long-term
benefits
Share-based payments
Cash salary
& fees Cash Bonus
Super-
annuation
Long Service
Leave
Rights
Rights
$
141,965
87,420
87,420
79,113
87,420
483,338
$
-
-
-
-
-
-
$
14,906
-
-
8,307
-
23,213
$
-
-
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
156,871
87,420
87,420
87,420
87,420
506,551
447,145
274,919
113,079
274,919
560,224
549,838
25,292
6,323
31,615
6,738
2,760
9,498
100,036
23,525
123,561
11.7%
5.6%
854,130
420,606
1,274,736
Total
1,043,562
549,838
54,828
9,498
123,561
1,781,287
1 Richard Bartley commenced as Joint CEO and COO on 1 April 2023. His TFR remuneration has been included from this date, whereas his FY2023 incentives have been
included for the full year.
The value of rights was determined as the fair value of the performance rights at the grant date and the value disclosed is the portion of fair value
recognised as an expense in the reporting period.
2022
Short-term benefits
Post
employment
Long-term
benefits
Share-based payments
Cash salary
& fees Cash Bonus
Super-
annuation
Long Service
Leave
Rights
Rights
$
106,690
83,236
83,236
76,468
51,817
104,042
31,445
536,934
$
-
-
-
-
-
-
-
-
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
$
-
-
-
-
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
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)
(95)
0.2%
(0.2%)
470,964
577,029
0.0%
1,047,993
1,516,150
9,784
100,830
11,952
(95)
0.0%
1,638,621
Non-executive Directors
Nicholas Yates 1
Christopher Halios-Lewis
David Prescott
Michelle Cox 2
Brendan York 3
Michael Givoni 4
Paul Teisseire 5
Key management personnel
Arno Becker 6
Timothy Harris 7
Total
26
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT
1. Nicholas 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. Michelle Cox commenced as a Non-executive Director on 30 July 2021.
3. Brendan York commenced as a Non-executive Director on 16 November 2021.
4. Michael Givoni retired as Chair and a Non-executive Director on 3 March 2022.
5. Paul Teisseire retired as a Non-executive Director on 16 November 2021.
6. Arno 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. Timothy Harris ceased as CEO and an Executive Director on 29 April 2022
10. OTHER STATUTORY DISCLOSURES
Movements in Rights
Movements in rights issued under the NED and PRP plans is presented below:
Name
Arno Becker
Richard Bartley
Balance at 30
June 2022
# Rights
63,941
-
Granted
# Rights
447,601
256,323
Vested
# Rights
63,941
-
Vested
%
100%
-
Forfeited
# Rights
Balance at 30
June 2023
# Rights
-
-
447,601
256,323
Rights are granted over ordinary shares and nil is payable upon exercise.
Details of rights granted are provided below:
Name
Plan
Tranche
Grant Date
Vesting Date
Expiry Date
Arno Becker
Transaction Bonus
FY2023
27 February 2023
30 June 2023
27 February 2038
Arno Becker
Transaction Bonus
FY2023
27 February 2023
30 June 2024
27 February 2038
Arno Becker
Arno Becker
Richard Bartley
Richard Bartley
Movements in Shares
Sign on
FY2024
1 April 2023
30 June 2024
1 April 2038
Sign on
FY2025
1 April 2023
30 June 2025
1 April 2038
Sign on
FY2024
1 April 2023
30 June 2024
1 April 2038
Sign on
FY2025
1 April 2023
30 June 2025
1 April 2038
# Rights
Granted
Fair value
per right
$
Total Fair
Value
$
95,639
95,639
128,162
128,161
128,162
128,161
0.64
0.64
0.59
0.59
0.59
0.59
61,209
61,209
75,615
75,615
75,615
75,615
Name
Balance at 30 June
2022
Rights exercised
Share consolidation5
Other Transactions
Balance at 30 June
2023
# Shares
# Shares
# Shares
# Shares
# Shares
Non-executive Directors
Nicholas Yates
4,753,483
Christopher Halios Lewis 1
David Prescott 2
Michelle Cox
Brendan York 3
Key management personnel
Arno Becker
Richard Bartley 4
-
-
-
-
-
-
-
-
-
-
-
(4,159,297)
-
-
-
-
63,941
-
(55,948)
-
-
-
-
-
-
-
16,729
594,186
-
-
-
-
7,993
16,729
27
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT 1 Christopher Halios-Lewis is the Chief Financial Officer of Birketu Pty Limited which holds 12,014,359 shares and 2,867,389 options in BSA Limited at 30 June 2023.
2 David Prescott is the Managing Director and Portfolio Manager of Lanyon Asset Management which holds 16,034,119 shares and 3,826,759 options in BSA Limited at 30
June 2023.
3 Brendan York is a Portfolio Manager of NAOS Asset Management which holds 26,335,778 shares and 7,140,057 options in BSA Limited at 30 June 2023.
4 Richard Bartley commenced as Joint CEO and COO on 1 April 2023, shareholding have been included in Other on that date.
5. On the 29 November 2022, the Group undertook a consolidation of shares on a 1 for 8 basis.
11. OTHER TRANSACTIONS WITH KEY MANAGEMENT
There were no other transactions or loans to Executives during the year ended 30 June 2023 and 30 June 2022.
12. VOTING OF SHAREHOLDERS LAST YEAR’S ANNUAL GENERAL MEETING
BSA received 99.7% of “yes” votes on its remuneration report for the 2022 financial year. The Group did not receive any specific comments at the
AGM or during the year on its remuneration practices.
This concludes the remuneration report, which has been audited.
APPROVAL OF DIRECTORS’ REPORT
This report is made in accordance with a resolution of the Directors
Nicholas Yates
Chairman of the Board | BSA (ASX: BSA)
30 August 2023
28
BSA LIMITED ANNUAL REPORT 2023REMUNERATION REPORT AUDITOR’S INDEPENDENCE DECLARATION
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY JOHN BRESOLIN
DECLARATION OF INDEPENDENCE BY JOHN BRESOLIN TO THE DIRECTORS OF BSA LIMITED
TO THE DIRECTORS OF BSA LIMITED
As lead auditor for the review of BSA Limited for the year ended 30 June 2023, I declare that, to the
best of my knowledge and belief, there have been:
As lead auditor of BSA Limited for the year ended 30 June 2023, I declare that, to the best of my
knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the review; and
1.
2. No contraventions of any applicable code of professional conduct in relation to the review.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of BSA Limited and the entities it controlled during the period.
This declaration is in respect of BSA Limited and the entities it controlled during the year.
John Bresolin
Director
BDO Audit Pty Ltd
John Bresolin
Director
Sydney, 25 August 2023
BDO Audit Pty Ltd
Sydney
30 August 2023
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional
Standards Legislation.
29
BSA LIMITED ANNUAL REPORT 2023
FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2023
BSA LIMITED ABN 50 088 412 748
Consolidated Statement of Profit and Loss and Other 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
B1
B2
B3
B4
B5
B6
B7
C1
C2
C3
C4
C5
D1
D2
D3
D4
E1
E2
E3
F1
F2
Company information
Going Concern
Segment information
Revenue
Other operating expenses
Income tax
Discontinued operations
Earnings per share
Cash flow Information
Trade receivables
Property, plant and equipment
Intangible assets
Trade and other payables
Provisions
Financial Liabilities
Equity
Contingent liabilities
Financial risk management
Group companies
Parent entity financial information
Related party transactions
Share-based payments
Other Accounting policies
31
32
33
34
35
35
37
37
39
40
42
44
45
46
48
50
51
52
54
55
56
56
59
60
61
62
63
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
30
BSA LIMITED ANNUAL REPORT 2023XX XXXX
CONSOLIDATED STATEMENT
OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
Continuing operations
Revenue and other income
Subcontractors and raw materials used
Employee benefits expense
Significant items
Depreciation and amortisation expense
Finance costs
Other expenses
Profit/(loss) before income tax
Income tax (expense)/benefit
Profit/(loss) after income tax from continuing operations
Discontinued operations
Loss after tax from discontinued operations
Loss after income tax for the year attributable to the owners of BSA Limited
Other comprehensive income for the period, net of tax
Total comprehensive loss for the year attributable to the owners of BSA Limited
Earnings per share from continuing operations:
Basic earnings per share
Diluted earnings per share
Earnings per share for the total Group:
Basic earnings per share
Diluted earnings per share
Notes
2023
$’000
2022
$’000
B2
239,817
244,099
(178,284)
(33,594)
-
(4,245)
(2,382)
(11,690)
(197,243)
(35,457)
(43,089)
(5,481)
(1,451)
(7,292)
9,622
(45,914)
(3,693)
5,929
8,056
(37,858)
(8,889)
(2,960)
(4,384)
(42,242)
-
-
(2,960)
(42,242)
Cents
Cents
8.292
8.292
(4.140)
(4.140)
(7.221)
(7.221)
(8.057)
(8.057)
B3
B4
B5
B6
B6
B6
B6
Results for the divested and held for sale business in the prior year have been presented within discontinued operations (refer Note B5). The above
consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
31
BSA LIMITED ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
ASSETS
Current assets
Cash and cash equivalents
Trade receivables and other receivables
Contract assets
Inventories
Assets classified as held for sale
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
Employee benefit provisions
Provisions
Liabilities classified as held for sale
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefit provisions
Provisions
Total non-current liabilities
Total liabilities
Net liabilities
EQUITY
Issued capital
Accumulated losses
Profit reserve
Share-based payment reserve
Total equity
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
32
Notes
2023
$’000
2022
$’000
C1
B2
B5
C2
C3
B4
C4
B2
D1
D1
C5
C5
B5
D1
C5
C5
1,959
24,181
2,690
195
10,580
39,605
6,134
5,385
11,391
22,910
62,515
38,085
-
4,000
2,202
3,517
10,845
6,886
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
10,850
10,088
-
65,535
104,046
3,735
965
1,885
6,585
72,120
(9,605)
7,285
1,180
22,209
30,674
134,720
(7,092)
D2
114,857
114,530
(138,916)
(122,464)
13,963
491
471
371
(9,605)
(7,092)
BSA LIMITED ANNUAL REPORT 2023 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Notes
Issued capital
Accumulated
losses
Profit reserve
Share-based
payment
reserve
Total equity
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2021
Loss for the year
Total comprehensive income for the period
100,861
-
-
(80,222)
(42,242)
(42,242)
Transactions with owners in their capacity as owners:
Dividends paid
Issue of shares
Share-based payment expense
Transfers between reserves
D2
D2
F1
502
13,167
-
-
13,669
-
-
-
-
-
Balance at 30 June 2022
114,530
(122,464)
2,044
1,427
-
-
(2,173)
-
-
600
(1,573)
471
-
-
-
(323)
(133)
(600)
(1,056)
371
24,110
(42,242)
(42,242)
(1,671)
12,844
(133)
-
11,040
(7,092)
Notes
Issued capital
Accumulated
losses
Profit reserve
Share-based
payment
reserve
Total equity
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2022
Loss for the year
Total comprehensive income for the period
Transactions with owners in their capacity as owners:
Issue of shares
Share based payment expense
Transfers between reserves
D2
F1
D2
114,530
(122,464)
471
-
-
327
-
-
327
(2,960)
(2,960)
-
-
(13,492)
(13,492)
-
-
-
-
13,492
13,492
13,963
Balance at 30 June 2023
114,857
(138,916)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
371
-
-
(296)
416
-
120
491
(7,092)
(2,960)
(2,960)
31
416
-
447
(9,605)
33
BSA LIMITED ANNUAL REPORT 2023 CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
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
Proceeds from the sale of business, net of cash disposed
Transaction costs relating to the sale of business
Net cash inflow / (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 (outflow) / inflow from financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at end of year
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Notes
2023
$’000
2022
$’000
401,256
483,064
(416,357)
(495,009)
B7
C2
C3
B5
B5
D2
(2,056)
(774)
(17,931)
-
(826)
(1,264)
-
21,622
(1,814)
17,718
(7,500)
(3,769)
-
-
-
-
(11,269)
(11,482)
13,441
1,959
(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
34
BSA LIMITED ANNUAL REPORT 2023 NOTES TO THE FINANCIAL STATEMENTS
A 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 telecommunication and smart energy solutions sectors. 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 Group’s principal place of business and registered office is Suite 1401, Level 14, Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067.
Financial statement characteristics
The financial statements have been approved and authorised for issue by the directors on 30 August 2023.
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 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 Group at 30 June 2023 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. GOING CONCERN
The financial report has been prepared under the going concern basis, which is founded on the assumption that the business will continue its normal
operations and that its assets will be realized, and liabilities settled, in the ordinary course of business.
For the year ending 30 June 2023, the Group reported the following key financial results:
• A current period net loss after tax for the group of $3.0 million (30 June 2022: $42.2 million);
• A current period net operating cash outflow of $17.9 million (30 June 2022: $13.8 million);
• Net continuing operations current liabilities of $29.6 million (30 June 2022: $12.9 million net current liabilities);
• Net continuing operations liabilities of $13.2 million (30 June 2022: $7.1 million net liabilities);
• Cash and cash equivalents of $2.0 million (30 June 2022: $13.4 million); and
• Debt of $4.0 million (30 June 2022: $ 11.5 million).
In evaluating the Group’s current financial performance, position, and liquidity, the following factors have been taken into account:
1. Divestment of APS Maintain business: The Group divested its APS Maintain business for $21.7 million (excluding transaction costs) on 3 February 2023.
This action removes a loss-making division, material overhead costs and operational liabilities from the Group’s ongoing operations, whilst providing
valuable working capital.
2. APS Fire Build: On 16 June 2023, the Group completed the sale of APS Fire Build Queensland for a nominal consideration. The Group intends to divest all
Fire Build businesses to mitigate further trading losses and focus on core operations. The APS Fire Build NSW remains an asset held for sale.
3. Short-term funding facility: The Group has access to a short-term funding facility amounting to $15.0 million, which can be utilised for working capital
needs. The facility continues to be subject to Review Events and currently has an expiry date of 31 March 2024, with the Company negotiating an
extension with its financier.
4. Class Action settlement payment: The final instalment of $9.0 million is payable no later than June 2024.
5. The Group has a number of historical legacy legal and indirect tax provisions which it expects to pay over the course of 2024 and 2025 financial years.
35
BSA LIMITED ANNUAL REPORT 2023ABOUT THIS REPORTFOR THE YEAR ENDED 30 JUNE 2023A As a consequence of the above considerations, a cash flow, profitability and liquidity forecast (“forecast”) has been prepared, projecting a period of year
beyond the final Class Action payment, ending on 30 June 2025. The key considerations included in this forecast are as follows:
• Management’s best estimate of revenue, gross margin, EBITDA and capex requirements have been factored into the forecast, taking into account
expected inflation rates and the prevailing product mix for the Group’s continuing operations and an allowance for APS Fire Build NSW operations in
financial year 2024 until its eventual sale;
• Management’s best estimate in relation to timing of payments due for historical legacy legal and indirect tax provisions;
• The ongoing utilisation of the Short-term funding facilities including an assessment that forecast profitability for the Group will operate within the Review
Event requirements of such facilities however noting that a Short-term funding facility will need to be in place for the entirety of the forecast period;
• The Group’s focus on disciplined working capital management to optimize its cash flow and ensure sufficient liquidity for ongoing business activities.
• A restriction on dividend payments until the Class Action settlement is completed by June 2024, thereby preserving cash reserves for critical operational
needs.
The forecast, taking into account various factors and projecting the Group’s financial performance, cash flow, and liquidity, provides a comprehensive outlook
on the Group’s ability to sustain its operations and meet financial obligations during the extended period. The forecast requires an ongoing utilisation of
the financing facilities currently expiring on 31 March 2024. Subject to the extension of the financing facilities, which the Directors have reasonable grounds
to assume will take place based on current negotiations with the Company’s financier, the Directors have taken the factors above into consideration and
determined there are reasonable grounds to believe the Company will be able to pay its debts as and when they become due and payable and the Directors
consider the going concern basis of preparation to be appropriate for these financial statements.
However, if the Group is unable to achieve its cash flow forecast and is unable to obtain the continuing financial support of its financiers, this gives rise to
a material uncertainty 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.
36
BSA LIMITED ANNUAL REPORT 2023ABOUT THIS REPORTFOR THE YEAR ENDED 30 JUNE 2023A B
NOTES TO THE FINANCIAL STATEMENTS
BUSINESS PERFORMANCE
B1. SEGMENT INFORMATION
Description of segments
The Group has an operating segment based upon the products and services offered by business units within the 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 have historically been 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 electric vehicles charging stations. This segment includes corporate costs.
BSA | Advanced Property Solutions (APS): Per Note B5, APS has been discontinued and therefore the Group has only one reportable segment.
Segment performance is disclosed below.
Revenue and other income
EBITDA pre-significant items
2023
$’000
2022(1)
$’000
2023
$’000
2022(1)
$’000
Communications & Utility Infrastructure
239,817
244,099
16,249
4,107
Significant items
Depreciation and amortisation expense
Earnings before interest and tax (EBIT)
Finance costs
Profit/(Loss) before tax from continuing operations
Income tax (expense)/benefit
Profit/(Loss) after tax from continuing operations
-
(43,089)
(4,245)
12,004
(2,382)
9,622
(3,693)
5,929
(5,481)
(44,463)
(1,451)
(45,914)
8,056
(37,858)
1 Segment results for the year ended 30 June 2022 has been represented to include only continuing operations.
Information about major customers
The Group supplies a single external customer in the CUI segment who accounts for 74% of external revenue (2022: 72%). The Group’s next most significant
customer is in the CUI segment and accounts for 18% of external revenue (2022: 15%).
B2. REVENUE AND OTHER INCOME
Installation and maintenance
Project services
Other income
Total revenue and other income
2023
$’000
2022
$’000
231,127
232,281
8,541
149
11,703
115
239,817
244,099
Revenue from maintenance and installation services is recognised at a point in time whereas revenue from project services is recognised over time.
37
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B 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
Revenue recognised in relation to contract liabilities
Notes
2023
$’000
2,690
-
2,690
2022
$’000
17,936
(7,185)
10,751
Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period was stated in the above table (if
any). 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.
Installation revenue
The Group provides installation services mainly for the telecommunications, subscription television and utility industries. Revenue is recognised once the
installation is complete. 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.
Project revenue
The Group provides integrated project solutions and infrastructure services across a range of industries, the biggest being telecommunications network.
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.
38
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B 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 performance. For contracts where progress billings exceed the contract value recognised to date, the surplus is shown
as Contract liabilities on the statement of financial performance. 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.
Key Estimates and Judgements: Revenue Recognition
Revenue is recorded based on the ratio of contract costs incurred for the work completed to date against the estimated total contract costs, which follows the
percentage of completion method. In this process, informed judgment comes into play when assessing the overall progress of the Group and determining the
complete contract expenses, accounting for any variable considerations associated with each project delivery. The Group’s previous experience aids in gauging
this progress and estimating the comprehensive contract expenses. However, revenue is recorded only if it’s highly probable that no significant reversals will
be necessary in the future.
B3. OTHER OPERATING EXPENSES
Significant Items
Loss for the year includes the following items:
Impairment of goodwill
Class Action settlement and associated legal defence costs
Acquisition-related costs from the business combination
Business reorganisation and restructure costs
Provision for an uncertain indirect tax position
Legal and professional fees relating to legacy issues
Total significant items
2023
$’000
2022
$’000
-
-
-
-
-
-
-
11,185
23,474
380
1,629
5,649
772
43,089
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.
39
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B 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:
2023
$
405,000
-
-
405,000
-
-
-
-
2023
$’000
170
3,970
(447)
3,693
2023
$’000
9,622
2,886
(447)
125
-
1,207
(78)
3,693
2022
$
-
-
-
482,635
115,000
17,000
614,635
2022
$’000
425
(9,211)
730
(8,056)
2022
$’000
(45,914)
(13,774)
(730)
(40)
3,356
3,101
31
(8,056)
Audit and review of financial reports
Other services
Tax services
Other
Total services provided by BDO (Audit) Pty Ltd
Audit and review of financial reports
Other services
Tax services
Other
Total services provided by Deloitte Touche Tohmatsu.
Audit and audit related services were provided by BDO Audit Pty Ltd during the year (2022: Deloitte Touche Tohmatsu).
B4. INCOME TAX
Income tax expense
Current tax
Deferred tax
Adjustments in respect of prior years
Aggregate income tax expense/(benefit)
Reconciliation of income tax expense/(benefit) to prima facie tax payable
Profit/(Loss) before income tax expense/(benefit) from continuing operations
Tax at the statutory rate of 30%
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Adjustments in respect of prior years
Non-deductible share-based payments
Non-deductible goodwill impairment
Tax losses not recognised
Other
Aggregate income tax expense/(benefit)
40
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B Deferred tax balances
Class Action Settlement
Provisions and accruals
Employee benefits
Intangible assets
Other
Net deferred tax assets
Tax Losses
Tax losses for which no deferred tax asset has been recognised
Potential tax benefit @30%
2023
$’000
2,656
4,878
2,163
1,690
4
11,391
2023
$’000
19,234
5,770
2022
$’000
5,161
3,609
6,336
1,765
303
17,174
2022
$’000
10,336
3,100
The unused tax losses have not been recognised as the Group is not likely to generate the necessary taxable income in the near future. They can be carried
forward indefinitely, subject to continuity of ownership test and same business test.
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.
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.
41
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B Key Estimates and Judgements: Recoverability of deferred tax balances
The 30 June 2023 Deferred tax balance totals $11.4 million (2022: $17.2 million). 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. In addition, the Group has $19.2 million (2022: $10.3 million) of tax losses for
which a deferred tax asset of $5.8 million has not been recognised at 30 June 2023 (2022: $3.1 million).
As outlined in note A2, 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, $11.4 million of deferred tax assets
have been recognised at 30 June 2023 as it is probable that the related tax benefit will be realised.
The forecast, its inputs and the timing of generation of taxable profits involves significant judgements and estimates.
B5. DISCONTINUED OPERATIONS
(a) Description
Following a strategic review, the BSA Group made a decision to divest its Advanced Property Solutions (APS) business thus enabling the Group to focus on
the Telecommunication and Smart energy markets.
APS Maintain
On 23 November 2022, the Group entered into an agreement to sell its APS Maintain business for $21.7 million before transaction costs, with completion of the
sale occurring on 3 February 2023. In the current period, it is reported as a discontinued operation in the consolidated statement of profit and loss and other
comprehensive income. Financial information relating to the discontinued operation for the period to the date of disposal is set out in the tables below.
APS Fire Build Queensland
On 9 March 2023, the group announced that it has entered into an agreement to divest its APS Fire Build Queensland business for $0.3 million excluding
working capital adjustments. The sale was successfully concluded on 16 June 2023, with an effective date set as 1 June 2023. In the current period, it is
reported as a discontinued operation in the consolidated statement of profit and loss and other comprehensive income. Financial information relating to the
discontinued operation for the period to the date of disposal is set out in the tables below.
APS Fire Build New South Wales
The Group intends to divest the APS Fire Build New South Wales business and has initiated an active program to locate a buyer. Consequently, the assets and
liabilities of the business have been classified as held for sale at 30 June 2023. The associated earnings, for the current and comparative periods, have been
classified as discontinued operations in the consolidated statement of profit or loss and other comprehensive income and all related note disclosures.
(b) Financial performance and cash flow information
The financial data is summarised below:
• discontinued operations are included for the period from July 1, 2022, up to the date of the sale.
• Assets held for sale are included for the year ended 30 June 2023.
Revenue
Expenses
Operating loss before tax and significant items
Gain on divestment before income tax
Income tax benefit1
Loss after income tax
1 The transaction resulted in a capital loss and therefore there is no tax obligation on the gain from the divestment.
2023
$’000
2022
$’000
124,007
222,261
(139,564)
(228,411)
(15,557)
(6,150)
6,498
170
-
1,766
(8,889)
(4,384)
42
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B Cash flows of discontinued operations
Net cash outflows from operating activities
Net cash outflows from investing activities
Net cash outflows from financing activities
Net outflows from by discontinued operations
(c) Gain on divestment of businesses
Proceeds from sale 1
Less: carrying value of net assets disposed
Less: transaction costs
Gain on divestment before income tax
Tax expense 2
Gain on divestment before income tax
1 The final working capital adjustment of $0.2 million was paid subsequent to yearend.
2 The transaction resulted in a capital loss and therefore there is no tax obligation on the gain from the divestment.
(d) Assets and liabilities of divested business
Assets
Cash
Trade and other receivables
Contract assets
Inventories
Property, plant and equipment
Deferred tax assets
Total Assets
Liabilities
Trade and other payables
Contract liabilities
Lease liabilities - Current
Provisions – Current
Lease liabilities – Non-current
Provisions – Non-current
Total liabilities
Net assets disposed
2023
$’000
2022
$’000
(8,898)
(445)
(2,009)
(11,352)
(4,862)
(701)
(3,110)
(8,673)
2023
$’000
21,576
(13,264)
(1,814)
6,498
-
6,498
At date of disposal
$’000
172
27,170
10,154
172
3,213
1,910
42,791
17,148
4,699
1,347
5,035
1,063
235
29,527
13,264
43
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B (e) Assets and liabilities of disposal group classified as held for sale
The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation (APS Fire Build NSW) as at 30 June 2023:
2023
$’000
7,475
2,474
395
236
10,580
5,127
722
44
860
78
55
6,886
3,694
2022
Cents
(7.221)
(0.836)
(8.057)
2022
Cents
(7.221)
(0.836)
(8.057)
2023
Cents
8.292
(12.432)
(4.140)
2023
Cents
8.292
(12.432)
(4.140)
Assets
Trade and other receivables
Contract assets
Property, plant and equipment
Deferred tax assets
Total Assets
Liabilities
Trade and other payables
Contract liabilities
Lease liabilities - Current
Provisions – Current
Lease liabilities – Non-current
Provisions – Non-current
Total liabilities
Net assets of disposal group
B6. EARNINGS PER SHARE
(a) Basic earnings per share
From continuing operations
From discontinued operations
Total basic earnings per share
(b) Diluted earnings per share
From continuing operations
From discontinued operations
Total diluted earnings per share
44
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B (c) Weighted average number of shares used as the denominator
2023
2022
Number
Number
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share
71,498,326
524,302,050
Adjustments for calculation of diluted earnings per share:
Performance rights outstanding
Anti-dilutive 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
1,622,302
1,546,975
(1,622,302)
(1,546,975)
71,498,326
524,302,050
On the 29 November 2022, the Group undertook a consolidation of shares on a 1 for 8 basis. This consolidation reduced the total number of shares from
572,066,780 to 71,508,980.
B7. CASH FLOW INFORMATION
Loss for the year
Adjustments for:
Depreciation and amortisation
Impairment of goodwill
Share-based payments
Net gain on sale of business
Net gain on sale of property, plant and equipment
Interest on lease liabilities
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 tax payable
Increase/(decrease) in provisions
Net cash utilised by operating activities
2023
$’000
2022
$’000
(2,960)
(42,242)
5,336
-
416
(6,498)
-
415
(4,964)
736
2,810
373
1,554
3,567
-
(18,716)
(17,931)
7,503
11,185
(133)
-
(215)
353
7,718
346
(9,211)
(9,926)
(1,602)
(1,841)
(847)
25,138
(13,774)
45
BSA LIMITED ANNUAL REPORT 2023BUSINESS PERFORMANCEFOR THE YEAR ENDED 30 JUNE 2023B
C
NOTES TO THE FINANCIAL STATEMENTS
OPERATING ASSETS AND LIABILITIES
C1. TRADE RECEIVABLES
The Group’s Trade and other receivables are presented below.
Trade receivables
Expected credit losses
Net trade receivables
Accrued revenue
Other receivables
Prepayments
Executive share plan receivables
Total other receivables
Total trade and other receivables
Expected Credit Losses
2023
$’000
15,561
(424)
15,137
4,932
931
3,181
-
9,044
2022
$’000
54,572
(1,374)
53,198
2,390
1,490
1,546
71
5,497
24,181
58,695
The average credit period for the Group is 23 days (2022: 28 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.
30 June 2023
Gross carrying amount – trade receivables
Loss allowance
30 June 2022
Current
$’000
13,483
(114)
More than 30
days past due
More than 60
days past due
More than 90
days past due
$’000
$’000
$’000
1,408
(36)
5
-
665
(274)
Total
$’000
15,561
(424)
Gross carrying amount – trade receivables
Loss allowance
38,552
(502)
8,406
(199)
2,505
(63)
5,109
(610)
54,572
(1,374)
46
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C The loss allowances for trade receivables reconcile to the opening loss allowances as follows:
Opening loss allowance as at 1 July
Increase in loss allowance recognised in profit or loss during the year
Receivables written off during the year as uncollectible
Unused amount reversed
Disposal of business
Classified as asset held for sale
Closing loss allowance
2023
$’000
1,374
386
-
-
(1,188)
(148)
424
2022
$’000
1,538
28
(94)
(98)
-
-
1,374
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
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for
impairment. Trade receivables generally have 30 day terms.
Expected credit loss
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables
and contract assets.
The expected loss rates are based on the payment profiles of customers before 30 June 2023 and the corresponding historical credit losses experienced
within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of
the customers to settle the receivables. The Group has identified based on risk profile of customer industry, product type, total outstanding balance and credit
terms provided to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
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.
47
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C Land and
buildings
Leasehold
improvements
Plant and
equipment
Right-of-use
vehicles
Right-of-use
premises
$’000
$’000
$’000
$’000
$’000
663
(154)
509
509
-
-
-
(16)
493
663
(170)
493
493
-
-
(493)
-
-
-
-
-
-
4,602
(4,046)
556
27,722
(25,485)
2,237
556
17
-
-
(203)
370
2,237
891
-
272
(1,119)
2,281
4,619
(4,249)
370
28,885
(26,604)
2,281
370
-
(27)
(56)
-
(156)
131
523
(392)
131
2,281
826
(469)
(750)
(278)
(758)
852
1,887
(1,035)
852
11,559
(8,023)
3,536
3,536
2,961
(1,935)
(272)
(1,307)
2,983
6,861
(3,878)
2,983
10,570
(6,355)
4,215
4,215
6,324
(16)
-
(3,093)
7,430
10,874
(3,444)
7,430
2,983
7,430
-
-
(1,810)
-
(543)
630
1,524
(894)
630
-
-
(1,114)
(117)
(1,678)
4,521
5,825
(1,304)
4,521
Total
$’000
55,116
(44,063)
11,053
11,053
10,193
(1,951)
-
(5,738)
13,557
51,902
(38,345)
13,557
13,557
826
(496)
(4,223)
(395)
(3,135)
6,134
9,759
(3,625)
6,134
C2. PROPERTY, PLANT AND EQUIPMENT
At 30 June 2021
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2022
Opening net book amount
Additions
Disposals
Transfers
Depreciation charge
Closing net book amount
At 30 June 2022
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2023
Opening net book amount
Additions
Disposals
Discontinued operations
Asset held for sale
Depreciation charge
Closing net book amount
At 30 June 2023
Cost or fair value
Accumulated depreciation
Net book amount
48
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C 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
Useful life
Depreciation method
Indefinite
25 years
4 to 5 years
3 to 10 years
3 to 5 years
1 to 5 years
Not applicable
Straight-line
Straight-line
Straight-line
Straight-line
Straight-line
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.
49
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C C3. INTANGIBLE ASSETS
At 30 June 2021
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2022
Opening net book amount
Additions
Transfers
Impairment charge
Amortisation charge
Closing net book amount
At 30 June 2022
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2023
Opening net book amount
Additions
Transfers
Discontinued operations
Amortisation charge
Closing net book amount
At 30 June 2023
Cost or fair value
Accumulated depreciation
Net book amount
Accounting Policy
Goodwill
Software
assets under
construction
$’000
Goodwill
$’000
Software
$’000
Customer lists
and contracts
$’000
11,260
-
11,260
11,260
-
-
(11,185)
-
75
75
-
75
75
-
-
-
-
75
75
-
75
106
-
106
106
1,171
(904)
-
-
373
373
-
373
373
(373)
-
-
-
-
-
-
4,579
(811)
3,768
3,768
205
904
-
(1,251)
3,626
4,812
(1,186)
3,626
3,626
1,264
373
(490)
(812)
3,961
7,024
(3,063)
3,961
12,606
(10,445)
2,161
2,161
-
-
-
(514)
1,647
2,527
(880)
1,647
1,647
-
-
-
(298)
1,349
2,528
(1,179)
1,349
Total
$’000
28,551
(11,256)
17,295
17,295
1,376
-
(11,185)
(1,765)
5,721
7,787
(2,066)
5,721
5,721
1,264
-
(490)
(1,110)
5,385
9,627
(4,242)
5,385
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.
50
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C 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 and Value in use.
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
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.
C4. TRADE AND OTHER PAYABLES
Useful life
Indefinite
2 to 8 years
1 to 9.5 years
Amortisation method
Not applicable
Straight-line
Straight-line
Current liabilities
Trade payables
Employee related payables
Final tranche of the Class Action settlement
Insurance funding
Deferred consideration for the acquisition of Catalyst ONE
Other payables
Settlement of Class Action
2023
$’000
9,587
6,912
8,854
3,065
824
8,843
38,085
2022
$’000
27,817
8,479
-
-
1,417
23,198
60,911
On 28 July 2022, the Federal Court approved the agreed terms of settlement in relation to a Class Action that was served on the Group in August 2020. The
total settlement amount of $20.0 million is paid or payable as following:
• $4.4 million paid before 30 June 2022
• $6.6 million paid before 30 June 2023
• $9.0 million payable before 30 June 2024
The settlement of the proceedings was without admission of liability and each party had to pay their own costs.
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.
Accounting Policy
Trade payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to
their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
51
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C 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.
C5. PROVISIONS
Employee benefits
Other provisions
Current
Non-current
$’000
$’000
3,517
10,845
14,362
965
1,885
2,850
2023
Total
$’000
4,482
12,730
17,212
Current
Non-current
$’000
$’000
10,850
10,088
20,938
1,180
22,209
23,389
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Class Action
and associated
legal costs
Make good
provisions
Contract
provisions
Indirect tax
positions
$’000
$’000
$’000
$’000
Carrying amount at the start of the year
17,203
Additional provision recognised
Amounts used during the year
Discontinued operations
Assets held for sale
Reclassification to payables
Other
Carrying amount at the end of year
Provision
Matter
-
-
-
-
(17,203)
-
1,445
38
-
(516)
(5)
-
-
962
8,000
3,750
(4,138)
-
(900)
-
(593)
6,119
5,649
-
-
-
-
-
-
5,649
2022
Total
$’000
12,030
32,297
44,327
Total
$’000
32,297
3,788
(4,138)
(516)
(905)
(17,203)
(593)
12,730
Class Action and associated legal costs
Make good provision
Contract provisions
Indirect tax position
Costs incurred in relation to the Class Action settlement in 2022. The discounted payables related to the Class
Action have been reclassified from provisions to trade and other payables, due to the timing and settlement
amounts payable being certain.
Estimated costs required to restore lease properties to a contractually defined condition at the end of the lease
term.
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 indirect taxation liabilities which are in the process of being resolved
with relevant taxation authorities.
52
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C Accounting Policy
Employee benefits
Short-term employee benefits
Liabilities for salaries and wages, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the
reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Bonus plans
The expected cost of bonus payments is recognised when there is a legal or constructive obligation to make such payments as a result of past performance
and the obligation can be measured reliably.
Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in
exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current
employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage
voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.
Long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date is measured at the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future salary
and wage levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting
date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
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.
53
BSA LIMITED ANNUAL REPORT 2023OPERATING ASSETS AND LIABILITIESFOR THE YEAR ENDED 30 JUNE 2023C D
NOTES TO THE FINANCIAL STATEMENTS
CAPITAL AND FINANCING STRUCTURE
D1. FINANCIAL LIABILITIES
Borrowings
Current borrowings
Total borrowings
Assets pledged as security
2023
$’000
4,000
4,000
The borrowings are secured against the all assets of the Group. The weighted average interest rate for borrowings was 3.59% (30 June 2022: 0.88%).
Lease Liabilities
Current
Non-current
Total lease liabilities
2023
$’000
2,202
3,735
5,937
2022
$’000
11,500
11,500
2022
$’000
3,512
7,285
10,797
Total 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%.
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.
54
BSA LIMITED ANNUAL REPORT 2023CAPITAL AND FINANCING STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023D D2. EQUITY
Issued Capital
Movements in the Group’s issued capital are outlines below:
Opening balance 1 July 2021
Dividend reinvestment plan issues
Accelerated Non-Renounceable Entitlement Offer capital raise
Exercise of options
Exercise of performance rights
Balance 30 June 2022
Exercise of performance rights
Issued capital before share consolidation
Share consolidation 8:1
Balance 30 June 2023
Number of shares
(thousands)
433,626
1,732
134,703
3
878
570,942
1,125
(572,067)
71,509
71,509
Total
$’000
100,861
502
12,844
-
323
114,530
327
114,857
-
114,857
On the 29 November 2022, the Group undertook a consolidation of shares on a 1 for 8 basis. This consolidation reduced the total number of shares from
572,066,780 to 71,508,980.
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.
At 30 June 2023, there was 16,795,572 listed options which expire on 30 April 2025 and are exercisable at 80 cents.
Profit reserve
The profit reserve was established to accumulate profits of the parent entity for the purpose of facilitating the payment of dividends in future years. Refer to
Note E2 for the results of the parent entity.
Dividends
Dividends paid
Final dividend
Total dividends provided for or paid
Dividend reinvestment plan
2023
$’000
-
-
2022
$’000
2,173
2,173
The Group has a Dividend Reinvestment Plan (DRP) in place and has been utilised as follows:
Dividend
FY2021 final dividend (November 2021)
FY2021 interim dividend (April 2021)
Franking credits
DRP shares issued -
Number (thousands)
DRP per share -
$
DRP dividend payment
$’000
1,731
85
0.29
0.29
502
25
As at 30 June 2023 based on the current tax rates of 30% the Group has $11.4 million (2022: $11.4 million) franking credits available for future dividends.
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.
55
BSA LIMITED ANNUAL REPORT 2023CAPITAL AND FINANCING STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023D
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 maintains 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.
Net (cash)/debt excludes right-of-use lease liabilities and includes debt classified as finance lease liabilities had the legacy accounting standard AASB 117
Leases been applied.
It is the Board’s intention to monitor gearing levels going forward to ensure flexibility. There have been no changes to the Group’s capital management
objectives, policies and processes in the year nor has there been any change in what the Group considers to be its capital.
D3. CONTINGENT LIABILITIES
The group had contingent liabilities at 30 June 2023 in respect of:
Capital commitments
Matter
Description
Bank guarantees and Insurance bonds
Established in favour of National Australia Bank, the Commonwealth Bank of Australia and Swiss Re
International SE for guarantees issued to various clients for satisfactory contract performance, secured by cross
guarantees from all wholly owned group members amounting to $22.8 million (2022: $32.5 million).
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
General objectives, policies and processes
This note describes the Group’s objectives, policies and processes for managing financial 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 policies 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
The Group’s primary exposure to credit risk stems from its outstanding trade receivables and accrued revenue owed by its customers. Historically, accrued
revenue has shown a strong likelihood of being collected.
Given the limited number of customers, the Group maintains a constant check on receivable balances and maintains a policy of exclusively working with
dependable partners. Moreover, as relevant, it pursues credit support to mitigate the risk of financial loss arising from credit defaults.
BSA only trades in Australia, as such the maximum exposure to credit risk at balance date on a country level is limited to Australia.
56
BSA LIMITED ANNUAL REPORT 2023CAPITAL AND FINANCING STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023D 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.
Financing arrangements
The following financing facilities were available at balance date:
Borrowing base facility
Facility Limit
Used
Unused
Cash advance
Facility Limit
Used
Unused
Master Asset Finance
Facility Limit
Used
Unused
2023
$’000
15,000
(4,000)
11,000
-
-
-
123
(123)
-
2022
$’000
37,500
(6,500)
31,000
6,000
(5,000)
1,000
223
(223)
-
The group has bank guarantee facilities of $19.5 million (2022: $26.5 million) of which $17.8 million (2022: $23.6 million) was utilised. In addition to the above
facilities the group has a surety bond facility with Swiss Re International SE of $10.0 million (2022: $12.0 million) which was utilised to $5.1 million (2022: $8.9
million).
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
< 6 months
6 - 12 months
1-3 years
> 3 years
Total
contractual
cash flows
Carrying
amount
liabilities
at 30 June 2023
$’000
$’000
$’000
$’000
$’000
$’000
Trade payables
Class Action settlement
Insurance funding
Borrowings
Lease liabilities
Total non-derivatives
9,587
-
2,380
4,000
1,225
17,192
-
9,000
794
-
1,178
10,972
-
-
-
-
-
-
-
-
2,801
2,801
2,030
2,030
9,587
9,000
3,174
4,000
7,234
32,995
9,587
8,854
3,065
4,000
5,937
31,443
57
BSA LIMITED ANNUAL REPORT 2023CAPITAL AND FINANCING STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023D Contractual maturities of financial liabilities
< 6 months
6 - 12 months
1-3 years
> 3 years
Total
contractual
cash flows
Carrying
amount
(assets)/
liabilities
at 30 June 2022
$’000
$’000
$’000
$’000
$’000
$’000
Trade payables
Lease liabilities
Total non-derivatives
Interest rate risk
27,817
1,933
29,750
-
1,894
1,894
-
5,133
5,133
-
3,306
3,306
27,817
12,266
40,083
27,817
10,797
38,614
Interest rate risk is the risk that the Group’s financial position will be adversely affected by movements in interest rates. Exposures arise predominantly from
assets and liabilities bearing variable interest rates as the Group intends to hold fixed rate assets and liabilities to maturity.
If the market interest rates go up by 200 basis points, the Group’s sensitivity to interest rate risk would lead to an annual increase of interest of $0.5 million
(30 June 2022: $0.7 million).
Accounting Policy
Classification of financial instruments
The Group classifies its financial instruments as follows:
Category
Cash and cash equivalents
Trade receivables
Net other receivables
Trade and other payables
Borrowings
Recognition and measurement
Classification
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Amortised cost
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.
Subsequent measurement
Category
Measurement
Financial assets at FVTPL
Financial assets at FVOCI
Financial assets at amortised cost
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend
income, are recognised in profit or loss.
These assets are subsequently measured at fair value. Net gains and losses are recognised in other
comprehensive income, except for interest or dividend income, which are recognised in profit or loss.
These assets are subsequently measured at amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. Interest income and impairment are recognised in profit or loss. Any gain
or loss 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
expense is 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.
58
BSA LIMITED ANNUAL REPORT 2023CAPITAL AND FINANCING STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023D E
NOTES TO THE FINANCIAL STATEMENTS
GROUP STRUCTURE
E1. GROUP COMPANIES
Controlled entities
The Group’s subsidiaries at 30 June 2023 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 (%)
Name of entity
BSA Advanced Property Solutions (Administration) Pty Ltd
BSA Advanced Property Solutions (FIRE) Pty Ltd
BSA Advanced Property Solutions (NSW) Pty Ltd
BSA Communications and Utility Infrastructure Pty Ltd
BSA Equity Plans Pty Ltd
BSA Networks Pty Ltd
BSA Transmission Solutions Pty Ltd
Catalyst ONE Ptd Ltd
Jamik (AUS) Pty Ltd
Satellite Receiving Systems (QLD) Pty Ltd
066 059 809 Pty Ltd
BSA IT Services Pty Ltd Formerly ACN 066 496 893 Pty Ltd
BSA Advanced Property Solutions (ACT) Pty Ltd
BSA Advanced Property Solutions (ECR) Pty Ltd
BSA Advanced Property Solutions (Essential Services) Pty Ltd
BSA Advanced Property Solutions (Holdings) Pty Ltd
BSA Advanced Property Solutions (NSW & ACT) 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
Mr Broadband Pty Ltd
BSA Advanced Property Solutions Fire (QLD) Pty Ltd
Deed of cross guarantee
2023
%
100
100
100
100
100
100
100
100
100
100
100
100
-
-
-
-
-
-
-
-
-
-
-
2022
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
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.
During the year ended 30 June 2023, the group disposed of several entities (refer to note B5) which left the Closed Group at the date of divestment.
Accounting policy
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together
with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any
investment retained together with any gain or loss in profit or loss.
59
BSA LIMITED ANNUAL REPORT 2023GROUP STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023E E2. PARENT ENTITY FINANCIAL INFORMATION
Summary financial information
The individual financial statements for the parent entity, BSA Limited, show the following aggregate amounts:
Notes
Profit/(loss) after tax for the year
Total comprehensive income/(loss)
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 payment reserve
2023
$’000
13,492
13,492
45,660
23,575
57,231
7,091
2022
$’000
(40,522)
(40,522)
13,482
70,759
62,887
28,446
114,857
114,530
(124,399)
(124,399)
13,963
492
4,913
2,406
371
(7,092)
The parent entity carries its investment in subsidiaries at cost less impairment (if any).
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent
entity
Guarantees entered into by the parent entity
Directly relating to the parent entity
Secured by cross guarantee by all wholly owned group members
Contingent liabilities of the parent entity
Given the deed of cross guarantee, refer to Contingent liabilities at note D3.
2023
$’000
12,834
9,984
22,818
2022
$’000
8,044
24,406
32,450
60
BSA LIMITED ANNUAL REPORT 2023GROUP STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023E 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 and the Joint CEO’s. 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.
2023
$
2022
$
1,593,400
1,525,934
54,828
9,498
123,561
100,830
11,952
(95)
1,781,287
1,638,621
61
BSA LIMITED ANNUAL REPORT 2023GROUP STRUCTUREFOR THE YEAR ENDED 30 JUNE 2023E F
NOTES TO THE FINANCIAL STATEMENTS
OTHER
F1. SHARE-BASED PAYMENTS
Equity settled share-based payments expense
Share-based payments equity reserve
The following share-based payment (SBP) rights were on issue during the financial year:
2023
$’000
416
491
2022
$’000
(133)
371
Plan
Grant date
Vesting date
$
Number
Fair value
Balance at 30
June 2022
Granted
Number
Forfeited
Number
Vested
Number
Balance at 30
June 2023
Number
PRP Plan (SR)
27 November 2019
30 June 2021
PRP Plan (SR)
25 November 2020
30 June 2022
PRP Plan (SR)
21 November 2022
30 June 2023
PRP Plan (SR)
21 November 2022
30 June 2024
PRP Plan (SR)
27 February 2023
30 June 2023
PRP Plan (SR)
27 February 2023
30 June 2024
PRP Plan (PR)
1 April 2023
30 June 2024
PRP Plan (PR)
1 April 2023
30 June 2025
0.26
0.26
0.38
0.38
0.64
0.64
0.59
0.59
37,092
1,088,365
-
-
-
-
-
-
-
-
491,080
491,074
95,639
95,639
256,324
256,322
-
-
(37,092)
(1,088,365)
(31,888)
(31,888)
-
-
-
-
-
-
-
-
-
-
-
-
459,192
459,186
95,639
95,639
256,324
256,322
1,125,457
1,686,078
(63,776)
(1,125,457)
1,622,302
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 the year
ended 30 June 2022.
Employee Performance Rights 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.
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.
62
BSA LIMITED ANNUAL REPORT 2023OTHERFOR THE YEAR ENDED 30 JUNE 2023F 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 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 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 share based
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
straight-line 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.
F2. OTHER ACCOUNTING POLICIES
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.
Reclassifications
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is current when it is expected to be realised or intended to be sold or consumed in a normal operating cycle; it is held primarily for the purpose of
trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is current when it is expected to be settled in a normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12
months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All
other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
63
BSA LIMITED ANNUAL REPORT 2023OTHERFOR THE YEAR ENDED 30 JUNE 2023F 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 flow
64
BSA LIMITED ANNUAL REPORT 2023OTHERFOR THE YEAR ENDED 30 JUNE 2023F DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2023
The Directors declare that:
(a)
(a)
(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,
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,
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
(a) 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
Chairman
Sydney
30 August 2023
65
BSA LIMITED ANNUAL REPORT 2023 Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR'S REPORT
To the members of BSA Limited
To the members of BSA Limited
Report on the Audit of the Financial Report
Report on the Audit of the Financial Report
Opinion
Opinion
We have audited the financial report of BSA Limited (the Company) and its subsidiaries (the Group),
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 2023, the consolidated
which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
statement of profit or loss and other 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
equity and the consolidated statement of cash flows for the year then ended, and notes to the
report, including a summary of significant accounting policies and the directors’ declaration.
financial report, including a summary of significant accounting policies and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
2001, including:
Act 2001, including:
(i)
(i) Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
performance for the year ended on that date; and
financial performance for the year ended on that date; and
(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
(ii)
Basis for opinion
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
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
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and
Report section of our report. We are independent of the Group in accordance with the Corporations
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
accordance with the Code.
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
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
given to the directors of the Company, would be in the same terms if given to the directors as at the
of this auditor’s report.
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
our opinion.
for our opinion.
Material uncertainty related to going concern
Material uncertainty related to going concern
We draw attention to Note A2 in the financial report which describes the events and/or conditions which
We draw attention to Note A2 in the financial report which describes the events and/or conditions
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability
which give rise to the existence of a material uncertainty that may cast significant doubt about the
to continue as a going concern and therefore the group may be unable to realise its assets and discharge
group’s ability to continue as a going concern and therefore the group may be unable to realise its
its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
66
BSA LIMITED ANNUAL REPORT 2023INDEPENDENT AUDITOR’S REPORT
Other matter
Key audit matters
Key audit matters
The financial report of BSA Limited for the year ended 30 June 2022 was audited by another auditor who
expressed an unmodified opinion on that report on 23 August 2022.
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of 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
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
related to going concern section, we have determined the matters described below to be the key audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
matters to be communicated in our report.
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.
Disposal of APS Maintain
Key audit matter
Disposal of APS Maintain
How the matter was addressed in our audit
During the year, the Group disposed of APS maintain
Key audit matter
Our procedures included but were not limited to:
How the matter was addressed in our audit
for total proceeds of $21.5 million excluding working
capital adjustments (see note B5).
During the year, the Group disposed of the APS
Maintain business for total proceeds of $21.5 million
excluding working capital adjustments (see note B5).
The Group was required to calculate the gain on
disposal date, which was complex due to the size of
the business being sold.
The Group was required to calculate the gain on
disposal date, which was complex due to the size of
the business being sold.
The disclosure of the transaction in the financial report
was also complex as there was a requirement to
The disclosure of the transaction in the financial
separate operations between continuing and
report was also complex as there was a requirement
discontinued in both the current and comparative
to separate operations between continuing and
discontinued in both the current and comparative
period.
period.
Our procedures included but were not limited to:
Obtaining and reviewing legally binding sale
•
•
•
•
•
•
•
•
agreement;
Obtaining and reviewing the legally binding
Assessing the carrying amount of disposed assets
sale agreement;
and liabilities at the date of disposal,
Assessing the carrying amount of disposed
recalculating the gain recorded;
assets and liabilities at the date of disposal
and recalculating the gain recorded;
Reviewed the allocation of revenue and
Reviewing the allocation of revenue and
expenditure from continuing and discontinued
expenditure from continuing and discontinued
operations to assess compliance with AASB 5
operations to assess compliance with
Non-Current Assets Held for Sale and
AASB 5 Non-Current Assets Held for Sale
Discontinued Operations.
and Discontinued Operations.
Assessed the adequacy and appropriateness of
Assessing the adequacy and appropriateness
the disclosure of the disposal in light of the
of the disclosure of the disposal in light of the
requirements of the accounting standards.
requirements of the Australian Accounting
Standards.
Other information
Other information
The directors are responsible for the other information. The other information comprises the information in the
Group’s annual report for the year ended 30 June 2023, but does not include the financial report and the auditor’s
report thereon.
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
Our opinion on the financial report does not cover the other information and we do not express any
assurance conclusion thereon.
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
In connection with our audit of the financial report, our responsibility is to read the other information
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
and, in doing so, consider whether the other information is materially inconsistent with the financial
obtained in the audit or otherwise appears to be materially misstated.
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.
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
67
BSA LIMITED ANNUAL REPORT 2023INDEPENDENT AUDITOR’S REPORT
Responsibilities of the directors for the Financial Report
financial report that gives a true and fair view and is free from material misstatement, whether due to
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
fraud or error.
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
In preparing the financial report, the directors are responsible for assessing the ability of the group to
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
and fair view and is free from material misstatement, whether due to fraud or error.
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
In preparing the financial report, the directors are responsible for assessing the ability of the group to continue
operations, or has no realistic alternative but to do so.
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
Auditor’s responsibilities for the audit of the Financial Report
of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
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
Auditor’s responsibilities for the audit of the Financial Report
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
audit conducted in accordance with the Australian Auditing Standards will always detect a material
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
if, individually or in the aggregate, they could reasonably be expected to influence the economic
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
decisions of users taken on the basis of this financial report.
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
A further description of our responsibilities for the audit of the financial report is located at the
be expected to influence the economic decisions of users taken on the basis of this financial report.
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
This description forms part of our auditor’s report.
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
Report on the Remuneration Report
We have audited the Remuneration Report included the directors’ report for the year ended 30 June
Opinion on the Remuneration Report
2023.
We have audited the Remuneration Report included the directors’ report for the year ended 30 June 2023.
In our opinion, the Remuneration Report of BSA Limited, for the year ended 30 June 2023, complies
In our opinion, the Remuneration Report of BSA Limited, for the year ended 30 June 2023, complies with section
with section 300A of the Corporations Act 2001.
300A of the Corporations Act 2001.
Responsibilities
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Australian Auditing Standards.
BDO Audit Pty Ltd
BDO Audit Pty Ltd
John Bresolin
Director
John Bresolin
Director
Sydney, 30 August 2023
Sydney, 30 August 2023
68
BSA LIMITED ANNUAL REPORT 2023INDEPENDENT AUDITOR’S REPORT
SHAREHOLDER INFORMATION
THE SHAREHOLDER INFORMATION SET OUT BELOW WAS APPLICABLE AS AT 31 JULY 2023
A. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of equity security holders by size of holding:
1 - 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
Unmarketable Parcels
Number of
Holders
Ordinary
Shares
Percentage
Held
Number of
Holders
Quoted
Options
Percentage
Held
848
484
191
238
23
320,363
1,143,562
1,389,336
5,884,945
62,770,774
1,784
71,508,980
0.45%
1.60%
1.94%
8.23%
87.78%
100%
86
40
16
39
7
188
29,821
104,429
115,081
1,199,881
15,346,360
16,795,572
0.18%
0.62%
0.69%
7.14%
91.37%
100%
Minimum $ 500.00 parcel at $0.0600 per unit
Minimum $ 500.00 parcel at $0.0300 per unit
B. EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Minimum
Parcel Size
Holders
Units
Shares
Options
834
16,667
792
158
269,615
452,541
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 NOMS PTY LTD
LAYUTI PTY LTD
EDINGTON PTY LIMITED
CTSF PTY LTD
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
MISS YAN LI
MR TIMOTHY HARRIS
MR NICHOLAS KELVIN YATES
MRS SUSAN ELIZABETH MCGREGOR
MR GRAEME LESLIE HERRING + MRS JOAN HERRING
MR MICHAEL LINDSAY BOYD
ECS HOLDINGS PTY LTD
MR MICHAEL SEAN NEWTON
MIFAR PTY LTD
Top 20 Shareholders
Total Shares Issued
Ordinary Shares
Percentage of
Issued
Number Held
27,285,297
16,050,088
12,014,359
3,374,026
876,670
436,745
313,718
223,611
221,172
209,494
184,776
175,000
162,764
157,441
136,593
136,332
125,000
125,000
125,000
115,868
62,448,954
71,508,980
38.16%
22.44%
16.80%
4.72%
1.23%
0.61%
0.44%
0.31%
0.31%
0.29%
0.26%
0.24%
0.23%
0.22%
0.19%
0.19%
0.17%
0.17%
0.17%
0.16%
87.31%
100%
69
BSA LIMITED ANNUAL REPORT 2023 SHAREHOLDER INFORMATION
THE SHAREHOLDER INFORMATION SET OUT BELOW WAS APPLICABLE AS AT 31 JULY 2023
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
Ordinary Shares
Options
Number Held
Percentage
Number Held
Percentage
26,335,778
16,034,119
12,014,359
36.83%
22.42%
16.80%
7,140,057
3,826,759
2,867,389
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.
70
BSA LIMITED ANNUAL REPORT 2023 CORPORATE DIRECTORY
BSA Limited
Registered Office
Suite 1401, Level 14, Tower B,
The Zenith, 821 Pacific Highway,
Chatswood NSW 2067
P
F
E
W
+61 2 9763 6200
+61 2 9763 6201
corporate@bsa.com.au
www.bsa.com.au
Share Registry
Computershare Investor Services
GPO Box 2975
Melbourne VIC 3001 Australia
P
P
F
1300 85 05 05
+61 3 9415 4000
+61 3 9473 2500
Stock exchange listing
BSA Limited shares are listed on the Australian Securities Exchange
(ASX code: BSA)
Auditor
BDO Audit Pty Limited
Level 11, 1 Margaret Street
Sydney NSW 2000
P
W
1300 138 992
www.bdo.com.au
Financier
Commonwealth Bank of Australia
201 Sussex Street
Sydney NSW 2000
www.bsa.com.au
71
BSA LIMITED ANNUAL REPORT 2023XX XXXX