RESULTS FOR ANNOUNCEMENT TO THE MARKET
APPENDIX 4E
Company Details
Name of entity:
BSA Limited
ABN:
50 088 412 748
Current reporting period:
For the year ended 30 June 2024
Previous reporting period:
For the year ended 30 June 2023
Results for announcement to the market
2024
2023
Movement
Movement
$’000
$’000
$’000
%
Continuing operations
Revenue from ordinary activities
255,662
239,817
Up
15,845
7%
Profit after income tax benefit/(expense)
18,882
5,929
Up
12,953
218%
Discontinuing operations
Loss after income tax benefit
(8,251)
(8,889)
Up
638
7%
Profit/(Loss) from ordinary activities after tax attributable to the owners of
BSA Limited
10,631
(2,960)
Up
13,591
459%
Profit/(Loss) for the period attributable to the owners of BSA Limited
10,631
(2,960)
Up
13,591
459%
2024
cents
2023
cents
Basic earnings per share
From continuing operations
26.17
8.29
Total group
14.73
(4.14)
Net tangible assets
2024
cents
2023
cents
Net tangible asset backing per ordinary share
(2.20)
(3.69)
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 2024 is attached.
23 August 2024
ANNUAL
REPORT
2024
BSA Limited
2
BSA LIMITED ANNUAL REPORT 2024
XX XX
XX
3
BSA LIMITED ANNUAL REPORT 2024
XX XX
XX
Chairman’s Report - 4
Joint CEO Report - 6
Directors’ Report - 12
Remuneration Report - 18
Auditor’s Independence Declaration - 29
Financial Report - 30
Consolidated Entity Disclosure Statement - 62
Directors’ Declaration - 63
Independent Auditor’s Report - 64
Shareholder Information - 68
Corporate Directory - 70
Contents
3
BSA LIMITED ANNUAL REPORT 2024
4
BSA LIMITED ANNUAL REPORT 2024
CHAIRMAN’S REPORT
Nicholas Yates
$255.5 million
Revenue
$22.2 million
EBITDA
$18.9 million
Net Profit
CHAIRMAN’S REPORT
2024 Key Highlights
for continuing
operations
5
BSA LIMITED ANNUAL REPORT 2024
CHAIRMAN’S REPORT
Chairman’s Report
Dear Shareholders,
As Chairman of BSA Limited, it is my pleasure to present to you our Annual Report for the financial year ending 30 June 2024. This year been
marked by significant achievements and progress across various facets of our business, setting a strong foundation for future growth and
success. With our turnaround now materially complete we are focused on our future. I would like to highlight the key areas of focus that have
contributed to our performance: People, Safety, Financial, and Operations.
PEOPLE
This year, we assessed our workplace culture by participating in the Great Place To Work (“GPTW”) survey for the first time. I am delighted to
report that the results were overwhelmingly positive. This accomplishment is a testament to the hard work and dedication of our employees,
who are the cornerstone of our success. The survey results have provided valuable insights, and we are committed to continuing to foster a
supportive, inclusive, and engaging work environment. Our key people focus areas include:
1)
Employee Development and Growth;
2)
Continued Engagement, Celebration and Recognition; and
3)
Well-being and work-life balance.
HEALTH & SAFETY
The health and safety of our people and the community remains out top priority, and I am proud that we continue to make significant
improvements year on year across our key health and safety metrics.
Our strategic approach has continued to focus on key lead performance metrics rather than those considered to be lag indicators, ensuring
proactive, consistent and reliable measures are driving better health and safety outcomes and industry leading performance.
We continue to develop, improve and find more innovative ways to keep our people and community safe from harm which is reflected in our
unwavering commitment to creating a safe and thriving work environment for everyone at BSA.
FINANCIAL
Financially, BSA Limited has made substantial strides. We have seen significant year on year improvement in our continuing operations.
The closure of our discontinued operations is now largely complete. Additionally, we made the final payment in relation to the class action and
renewed our financing facilities, further strengthening our balance sheet compared to prior years. These accomplishments demonstrate our
resilience and strategic focus which has been developed and executed successfully over the past three years.
OPERATIONS
We have continued to support our cornerstone customers, working closely with them to deliver their strategic objectives. We are actively
exploring opportunities in adjacent markets and are making steady progress. While impacted by cost-of-living pressures, we remain
optimistic about the year ahead, as the turnaround initiated under the leadership of our CEOs, Arno and Richard, has been successfully
completed. Their leadership has been instrumental in guiding BSA Limited through this transformative period.
Looking forward, we are positive and confident in our ability to navigate the challenges and opportunities that lie ahead. Our strengthened
balance sheet, improved financial performance, and dedicated team position us well for continued growth and success.
In closing, I would like to express my sincere gratitude to our people, shareholders and fellow directors for their support and trust.
We remain committed to delivering sustainable value and are looking forward to continuing the current momentum.
Sincerely,
Nicholas Yates
Chairman of the Board | BSA (ASX: BSA)
6
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’S REPORT
REVIEW OF OPERATIONS
In FY2024, the Group has continued executing its strategic transformation, to focus on a core business of Telecommunications and Smart
Energy sectors, along with exploring areas of new growth. The Group’s results are reflective of the transformation, showing pleasing growth
in our continuing operations performance, offsetting challenges in finalising the closure of the remaining APS Fire business and a significant
milestone of the final payment of the class action settlement.
The Group will continue driving its growth through its three-horizon strategy, which centres around stability, focus, and transformation.
On 31 January 2024, after negotiations to sell the remaining APS Fire business were unsuccessful, the Group announced that it would
undertake steps to close the remaining APS business (APS Fire New South Wales), allowing the Group to continue its strategic focus on
telecommunications and smart energy technologies. As the intention changed to wind-down the business, the APS business is no longer
classified as held-for-sale on the statement of financial position as at 30 June 2024, with remaining assets and liabilities relating to the
discontinued operations included in the balance sheet.
The Group has also settled all amounts payable from the commercially settled class action, which aside from removing a significant
financial liability, opens up the Group to a more active capital management strategy on a go forward basis. The Group’s consistent
EBITDA performance with strong cash flow generation will now allow us to reinvest into our business, support our strategic initiatives,
potentially explore growth opportunities in existing and adjacent markets and improve returns to shareholders. We will continue to
optimise our balance sheet and working capital. Our sector capability offers higher growth potential and synergies with our existing
portfolio of clients and expertise.
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 3 years and acknowledge the
commitment and resilience of our teams, clients, shareholders and stakeholders as we move forward.
TRANSFORM
FOCUS
STABILISE
7
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’S REPORT
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 significant overall improvement in Group EBITDA better reflecting the value of our services. Focus remains on higher
margin work streams and ensuring that all serviced platforms within the business generate appropriate margin.
KEY FINANCIAL RESULTS
2024
2023
Variance
$’000
$’000
$’000
Revenue:
Continuing Operations
255,457
239,817
15,640
Discontinued Operations1
11,719
124,007
(112,288)
Total Revenue
267,176
363,824
(96,648)
EBITDA:
Continuing Operations
22,210
16,249
5,961
Discontinued Operations1
(8,028)
(14,316)
6,288
EBITDA
14,182
1,933
12,249
1 The FY23 results from the discontinued operations is included to date of divestment and excludes gain on sale of operations of $6.5 million.
Richard Bartley
Arno Becker
BSA has demonstrated a significant improvement
in its core capabilities demonstrating strength,
innovation and adaptability with our clients.
8
BSA LIMITED ANNUAL REPORT 2024
JOINT CEO REPORT
Continuing operations delivered revenue of $255.5 million (30 June 2023: $239.8 million), an increase of 6.5% compared to the prior year.
Favourable work type margin mix from key customers have resulted in a strong revenue growth for the year.
To supplement the top-line growth, the business continued to ensure that costs remain appropriate for the revenue base, promoting
efficiency and improved EBITDA margin conversion. This resulted in continuing operations EBITDA improving by 36.7% versus FY2023.
DISCONTINUED OPERATIONS
Discontinued operations in FY2024 consist of APS Fire Build NSW.
The APS Fire business, comprising primarily construction contracts, continued to suffer significant challenges through project delays, cost
increases and other issues which negatively affected the overall performance of the division. Furthermore, the result for APS Fire also reflects
expenses recognized for closure costs provisions that continue to be utilized as the business winds down.
Although the closure has been substantially completed, it is anticipated that costs to complete remaining projects will be incurred through
the first half of FY2025, and the Group will take steps to ensure that projects are completed to a high standard while maintaining cost
discipline. All major projects have now achieved practical completion and commenced their warranty periods. We acknowledge the people in
that division for their commitment and resilience.
Reconciliation from EBITDA to Net profit/(loss) after tax:
2024
2023
$’000
$’000
EBITDA from continuing operations
22,211
16,249
Depreciation and amortisation
(3,787)
(4,245)
Finance costs
(1,405)
(2,382)
Profit before income tax from continuing operations
17,019
9,622
Income tax benefit/(expense)
1,863
(3,693)
Profit after income tax from continuing operations
18,882
5,929
Loss after tax from discontinued operations
(8,251)
(8,889)
Profit/(loss) after income tax for the year
10,631
(2,960)
OPERATING CASH FLOW
Operating cash outflows for the Group improved significantly in FY2024, with an outflow of $1.0m (inclusive of the final Shine settlement
payment of $9.0m) in comparison to and outflow of $17.9m in FY2023. Adjusting for the final class action payment of $9.0m, adjusted
operating cash inflows of $8.0m represented a 66% EBITDA to cash conversion.
BSA continues to focus on minimizing the use of external debt, and overall working capital efficiency.
9
BSA LIMITED ANNUAL REPORT 2024
JOINT CEO REPORT
BALANCE SHEET AND FUNDING
The Group has $8.5m of undrawn financing facilities as at 30 June
2024, relating to its borrowing base facility, which supports working
capital requirements. The facility was increased from $15m to $16.5m
in June 2024 to allow for further seasonality in working capital.
OPERATIONAL UPDATE
The nbn Unify Services contract delivered consistent volumes
throughout the year as nbn continued the X2P (X2P: Fibre to Node,
Fibre to Curb converting to Fibre to premises) roll out. As a result the
EBITDA margin upsides that commenced in Q2 FY2023 were evident
for the full year in FY2024. In addition, the complex work type volume
significantly exceeded forecast which further assisted year on year
EBITDA growth.
BSA secured an early renewal on its Foxtel Agreement which was
due to expire in October 2024. The new deal extends our Foxtel
partnership for another 3 years to 2027 and Foxtel have the option
to further extend this out to 2029 (1+1 year extension options).
The Foxtel platform delivered higher year on year EBITDA margins
due to our cost control and pricing strategies. Foxtel residential
demand continues to be negatively impacted by the strategic switch
from Satellite/Cable legacy product to streaming services. Foxtel
commercial demand increased which helped offset the impact of
lower residential volumes on EBITDA returns.
In Smart Metering, BSA consolidated our position with Intellihub
after commencing our partnership in FY2023. In addition, our
Bluecurrent (formerly Vector) contract performed strongly. BSA
expects further growth opportunities with these two key clients
in the smart energy space given the ongoing transition to smart
meters and continues to expand its capability through attracting and
growing its electrician resource base.
In Wireless, BSA refreshed its senior leadership during FY2024
with the intention to grow this business more aggressively over
the next few years. In June 2024, The NSW Telco Authority award
to BSA as the preferred supplier for Design and Installation
services for the Microwave Link Rationalisation project is an early
sign of positive momentum.
The Group continued to build out our capability offering in the
emerging high growth Electric Vehicle (“EV”) market. Our EV
offering now includes capability in professional services covering
site acquisition, permits and detailed design, public charging,
commercial premises, residential and multi dwelling units and
an expanded geographic footprint covering most states and
territories. The EV market is expected to continue to grow
exponentially over the medium/long term 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, however it remains early days for
this emerging market.
10
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’S REPORT
WORKPLACE HEALTH, SAFETY AND ENVIRONMENT
During the year ended 30 June 2024, the Group continued its strong
commitment to the health, safety, and wellbeing of its workforce and the
community, along with a commitment to reducing any adverse impact on
the environment. The BSA core value of ‘we work safe and go home safe’
was again the central focus of its operations as BSA looked to improve their
health, safety, and environmental performance, as well as foster a positive
organizational culture. These efforts were channeled through a series of
noteworthy initiatives, which were aligned with four key strategic pillars:
•
Leadership
•
Engagement
•
Health and Wellbeing
•
Systems and Risk
BSA continues to partner with Safety Dimensions to conduct Safety
Leadership Training for BSAs senior and operational leaders. 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.
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 2024 marks the fourth time BSA has
partnered with FEFO Consulting to complete the Index Survey, which
was completed in FY2021, FY2022, FY2023, and now in June 2024. It
also aligns to BSAs 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 once
again very pleased to report an increase in index survey results from 83
to 85 in FY2024. This result is 11 points higher than industry benchmarks.
The Critical Risk Control Check program, initiated early in FY2023,
continues BSA’s robust focus on critical risk control, industry best
safety practices, and ensuring compliance with the BSA Absolutes
–BSA’s life-saving rules. With almost 6,000 critical risk control
checks completed in FY2024, BSA reaffirmed its commitment to
understanding and addressing factors affecting worker safety,
exposure to critical risks and critical risk control effectiveness.
BSA embarked on a refresh of its BSA Absolutes, five years after
the initial release of its life-saving rules. The BSA Absolutes not only
include key safety rules and risk controls, but also highlight elements
related to critical risk planning measures and the key principles related
to clear expectations, establishing right behaviour and providing
effective feedback. BSA also updated its core induction packages
and process to better educate and inform its workers and set clearer
expectations on BSA policies, standards and requirements.
Continual development and monitoring of our sustainability roadmap to
create a healthier environment, more positively impact our people and
the community, and act in an ethical and moral manner was a key focus in
FY2024. BSA also underwent a comprehensive review into upgrading its
current safety, risk and compliance software systems and tools to better
understand cost, market products and functionality needs with an overall
goal to improve the way we manage risk and drive continual improvement.
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.
$255.5m
FY2024 Revenue from
continuing operations
$22.2m
FY2024 EBITDA from
continuing operations
$53.4m
BSA market capitalisation
as at 30 June 2024
$6.5m
Net debt at 30 June 2024
2.59
TRIFR Absolute safety focus
as at 30 June 2024
$255.5m
FY2024 Revenue from
continuing operations
$22.2m
FY2024 EBITDA from
continuing operations
$53.4m
BSA market capitalisation
as at 30 June 2024
$6.5m
Net debt at 30 June 2024
2.59
TRIFR Absolute safety focus
as at 30 June 2024
Overview
11
BSA LIMITED ANNUAL REPORT 2024
JOINT CEO REPORT
Lost time and total recordable injury frequency rates (LTIFR and TRIFR)
improved significantly in FY2024 as BSA pivoted towards focusing on
lead key performance measures. For the BSA Group, LTIFR decreased
from 2.92 to 0.86 whilst TRIFR decreased from 5.48 to 2.59.
Overall, BSA’s commitment to strong safety and risk leadership,
employee engagement, and proactive safety measures, demonstrates
its industry leading efforts to foster a safe and healthy work
environment for its worker force and reinforces 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.
BSA continues to engage with the communities in which we
work. BSAs first Reconciliation Action Plan (RAP) was endorsed in
March 2023 by Reconciliation Australia. In 2024 Our indigenous
procurement policy was published and throughout the year we
have engaged with suppliers to continue to seek out opportunities,
continue to develop relationships, participating in events that
celebrate and recognize First Nations People. BSA’s First Nations
working group will now start to develop BSA’s innovate RAP.
BSA is committed to sustainability in its broader sense. We strive to
balance our economic and operational commitments with our social
responsibilities whilst minimizing the impact of our business activities
on the environment, our people and surrounding communities.
BSA has commenced the journey to develop our Sustainability
strategy to understand, mitigate, and manage the financial and
reputational risks that impact our business and our ability to serve our
customers by aligning to UN Sustainable Development Goals (SDG).
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.
Diversity & Inclusion (“D&I”) has remained a focus area for BSA in
FY2024. We continued our focus on gender diversity. The Group
maintained its female participation rates across senior leadership
positions and achieved its target female participation rate across
manager and supervisor positions. BSA continues to target improved
gender balance across the group. This focus will continue across the
business in FY2025.
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.
We have zero tolerance for discrimination and train all our employees
on discrimination and harassment in the workplace.
Employees completed the mandatory annual Anti-bullying & Anti-
harassment training and Discrimination training during the year along
with Respect@Work training.
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 Equal Employment Opportunity and Bullying,
Harassment (including Sexual Harassment) & Anti-Discrimination
Group Standard. 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 creating a workplace culture that embraces and respects
diversity and inclusion;
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 2024
financial year.
OUTLOOK & GROWTH
FY2024 continued the re-focus of the Group towards
Telecommunications and Smart Energy markets, and started to
show the results of that focus with improved margins and EBITDA
for the continuing business. With many legacy issues and the
discontinued operations behind us, FY2025 will allow the Group
to continue growing the business in those areas and adjacent
markets, developing strategic partnerships with customers through
providing high quality service. BSA’s current four-year Unified
Field Operations (Services) agreement with nbn Co which expires
January 2025 is set for retender. The current agreement gives nbn
the right to extend for a further 2+2 years. It is likely that an award
of an extension of the current contract will take place during the
retender process. We note this impacts all current nbn Unified Field
Operations (Services) delivery partners. BSA aims for the expansion
and growth into existing and new markets will supplement our core
business to deliver improved revenue and profit outcomes.
CONCLUSION
We are proud of the turnaround achieved over the past 3 years and
remain committed on our long-term goals to significantly increase
shareholder value underpinned by our company values. Our clients
have acknowledged us as an invaluable partner in achieving their
success and we also remain committed to them.
We are privileged to lead the company and we thank our people,
shareholder and board of directors for entrusting us to do so. We
invite you to review the details of this annual financial report which
reflects the significant improvements in our operation, powered by
our people.
Yours sincerely,
Arno Becker
Richard Bartley
12
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’S REPORT
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
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 the Remuneration Committee
and Member of Audit 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 2024 and at reporting date, Birketu Pty Limited holds
12,014,359 shares and 2,867,389 options in BSA Limited.
DAVID PRESCOTT
NON-EXECUTIVE DIRECTOR
Mr Prescott is the founder, Managing Director and Portfolio
Manager of Lanyon Asset Management, a value-oriented equities
fund manager. He has over 20 years investing and financial analysis
experience working for firms in Australia and the UK. David was
previously Head of Equities at institutional fund manager, CP2
(formerly Capital Partners). David has an Economics degree from the
University of Adelaide, a Graduate Diploma in Applied Finance and
Investment from the Securities Institute of Australia (FINSIA) and is a
CFA Charterholder.
David was appointed as a Non-executive Director on 3 June 2019.
Special responsibilities: Chairman of the Remuneration Committee
At 30 June 2024 and at reporting date, Lanyon Asset Management
holds 16,253,003 shares and 3,826,758 options in BSA.
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), a Non-executive Director
of Mitchcap Pty Limited and a Non-executive Director of MaxiParts
Limited (ASX:MXI). Brendan was appointed to BSA as a Non-executive
Director on 16 November 2021.
Special responsibilities: Chairman of the Audit Committee
At 30 June 2024 and at reporting date, NAOS Asset Management
holds 26,335,778 shares.
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 2024.
13
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’S REPORT
DIRECTOR INDEPENDENCE
While the majority of Directors are not considered strictly independent under the ASX guidelines, the Board believes the current composition of
the Board is fit for purpose and also has material and varied 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 each year. The evaluation of Directors is carried out in accordance with the process
established by the Board, led by the Chairman of the Remuneration Committee.
COMPANY SECRETARY
Arno Becker
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.
MEETINGS OF DIRECTORS
The number of meetings of BSA’s Board of Directors and each Board committee held during the year ended 30 June 2024, and the number of
meetings attended by each Director were:
Board
Meetings
Audit
Committee Meetings
Remuneration
Committee Meetings
Meetings
Attended
Meetings
Held
Meetings
Attended
Meetings
Held
Meetings
Attended
Meetings
Held
Nicholas Yates
14
14
-
-
1
2
David Prescott
14
14
-
-
2
2
Christopher Halios-Lewis
14
14
4
4
-
-
Michelle Cox*
2
2
1
1
-
-
Brendan York
14
14
4
4
-
-
*Michelle Cox resigned as director on 21 September 2023
14
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’S REPORT
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 AND PERFORMANCE RIGHTS
On 22 September 2023, the Group issued 96,354 shares as part of
contingent consideration of the Catalyst ONE acquisition.
On 24 August 2023, the Group issued 430,991 performance
rights under the Group’s Rights Plan. The performance rights are
contingent upon a service condition that vests equally across the
financial years ending on 30 June 2024 and 30 June 2025.
On 14 June 2024, the Group issued 223,019 service rights under the
Group’s Rights Plan. The performance rights are contingent upon a
service condition that vests on 31 March 2025.
Both issues of performance rights were granted to key employees
as a retention award, aligning with the Group’s overall people
strategy. This move aims to incentivize and retain valuable talent
within the organization.
In the year ended 30 June 2024, 554,831 ordinary shares were issued
upon vesting of previously granted performance rights under the
Group’s PRP plan.
OPTIONS
As at the date of this report, the unissued ordinary shares of the Company, under option, are as follows:
Grant Date
Expiry Date
Exercise Price (cents)
Number under Option
11 May 2022
30 April 2025
80.0
16,795,572
RIGHTS
As at the date of this report, the unissued ordinary shares of the Company, under right, are as follows:
Grant Type
Grant Date
Vesting Date of
remaining rights
Date of Expiry
# Rights
Fair value at
grant date
$
PRP Plan (Service Rights)
21 November 2022
30 June 2024
21 November 2037
459,186
0.38
PRP Plan (Service Rights)
27 February 2023
30 June 2024
27 February 2038
95,639
0.64
PRP Plan (Performance Rights)
1 April 2023
30 June 2024
30 June 2025
1 April 2038
512,646
0.59
PRP Plan (Service Rights)
24 August 2023
30 June 2025
24 August 2038
430,991
0.59
Retention (Service Rights)
14 June 2024
31 March 2025
14 June 2039
223,019
0.69
All rights outlined above have a $nil exercise price. During the year ended 30 June 2024, 554,831 rights were exercised under the BSA Limited
Employee Performance Rights Plan. During the year ended 30 June 2024, there were no rights granted under the BSA Limited NED Fee Salary
Sacrifice Plan.
15
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’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
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.
•
Legal and risk frameworks adopted
•
Financial review framework in place
•
Open and honest communication with
financiers.
Safety
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.
•
Safety 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.
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.
•
Engagement with regulators in an open and
transparent manner
•
Legal and compliance teams established to
address changes.
•
Mandatory training across multiple items.
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.
•
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.
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.
•
BSA has established a cyber security capability
•
Obtained ISO27001 accreditation.
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.
•
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 2024
DIRECTOR’S REPORT
NON-AUDIT SERVICES
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and
experience with the Company and/or Group are important.
Details of the amounts paid or payable to the auditor 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.
PROCEEDINGS ON BEHALF OF THE COMPANY
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 2024 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 2024 that has significantly affected the Group’s operations, results or state of affairs, or
may do so in future years.
17
BSA LIMITED ANNUAL REPORT 2024
DIRECTOR’S REPORT
18
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
1. REMUNERATION HIGHLIGHTS
BSA Limited’s Remuneration Report for the year ended 30 June 2024 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:
Group Performance
The Group’s performance improved materially in FY2024 after a challenging FY2023. Notwithstanding the loss generated by the
discontinued operations and the incurring of closure costs associated with the APS Fire NSW business, the continuing operations
performance more than offset the shortfall following its improvement in the sales mix and cost efficiencies. As per the prior corresponding
period, the Remuneration Committee have broadly assessed performance of the continuing operations in determining the final outcomes
for remuneration targets, although some incentive measures did include discontinued operations performance where appropriate.
Resetting for the Future:
FY2024 involved the continuation of divesting or closing loss-making divisions to focus on telecommunication and smart energy solutions
sectors. In January 2024, a decision to wind down the operations of the remaining APS Fire NSW business was made. BSA expects the
closure to be complete in early FY2025.
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 future success.
2. INTRODUCTION
This remuneration report sets out the remuneration of Key Management Personnel (KMP) for the year ended 30 June 2024. 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.
CONTENTS - REMUNERATION REPORT
SECTION 1. REMUNERATION HIGHLIGHTS
SECTION 2. INTRODUCTION
SECTION 3. REMUNERATION GOVERNANCE
SECTION 4. REMUNERATION PRINCIPLES
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
19
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
The KMP in the year ending 30 June 2024 are listed below.
Name
Position
Term as KMP
Non-executive Directors
Nicholas Yates
Non-Executive Independent Chairman
Full financial year
Michelle Cox
Non-Executive Director
1 July 2023 to 21 September 2023
David Prescott
Non-Executive Director
Full financial year
Christopher Halios-Lewis
Non-Executive Director
Full financial year
Brendan York
Non-Executive Director
Full financial year
Group Executive
Arno Becker
Joint Chief Executive Officer and Chief Financial Officer
Full financial year
Richard Bartley
Joint Chief Executive Officer and Chief Operating Officer
Full financial year
There have been no changes in KMP between the end of the reporting period and publication of the Annual 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.
20
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
BOARD
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.
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.
With advice and support of the
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.
BSA values
BSA is dependent on large and complex workforce. Our approach is simple – right technician – right place – right time.
WE
WORK
SAFE
& GO
HOME
SAFE.
WE
ENABLE
OUR
CUSTOMERS’
SUCCESS.
WE
EMBRACE
DIVERSE
THINKING
AND
SOLUTIONS.
WE
ALWAYS
DO
THE
RIGHT
THING.
21
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
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.
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.
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.
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, following the end of
the financial year.
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.
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.
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.
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.
22
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
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:
-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
Arno Becker
Richard Bartley
Fixed
STI
Deferred Incentive
71%
14%
14%
71%
12%
14%
14%
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.
23
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION 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
Description
Delivery
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
40% (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
(or in the case of other Senior Management, a discrete division budget). These metrics are as follows:
Threshold
PRP Bonus Available
(% of target available for assessment against Executives KPIs)
Below 90% Group budgeted EBITDA
0%
90% Group budgeted EBITDA
60%
100% Group budgeted EBITDA
100%
Outperformance
Up to a cap of 25% of TFR (65% TFR cap in total including PRP and
Outperformance for Executives)
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
health & safety index
Supports BSA commitment to safety.
Financial: Group EBITDA
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 specific individual KPIs
Allows for individual outcomes which benefit the Group
Deferred Incentive vesting
criteria
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 FY2024
deferred service rights the Executive is required to be employed up to and including 30 June 2026).
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.
Valuing deferred awards
The number of Service Rights issued to participants is calculated by dividing 50% of the PRP award dollar value by
the volume weighted average price (‘VWAP’) of the Group’s ordinary shares over the 10 trading days subsequent to
the release of the Annual Report for the relevant financial year on which the PRP outcomes was determined.
Board discretion
The Board may exercise discretion to adjust the PRP outcomes to more appropriately reflect the
performance of the Group. The Board also retains discretion to adjust vesting outcomes in any
circumstances to ensure they are appropriate.
Termination
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.
24
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION 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 FY2024, the Remuneration Committee elected to consider Group performance excluding the restructure costs relating to the closure of
APS Fire 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.
The following table outlines the base NED fees. Fees are inclusive of statutory superannuation.
Total
$
Chair
115,000
Other Non-executive Directors
75,000
Fees are inclusive of statutory superannuation.
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.
25
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
8. BUSINESS PERFORMANCE AND AT-RISK REMUNERATION OUTCOMES
Group performance metrics over the last five years were as follows:
FY2024
FY2023
FY2022
FY2021
FY2020
EBITDA pre significant items 2
17,982
1,933
111
23,122
25,880
EPS pre significant items 3
14.73
(4.14)
(8.06)
0.34
1.81
Closing Share Price ($) 1
0.740
0.600
0.069
0.325
0.300
Dividend declared per share (cents)
-
-
-
1.0
1.0
1. Share price impacted by consolidation of shares on a 1 for 8 basis in FY2023.
2. EBITDA and Earnings per Share (‘EPS’) excludes the impact of previously disclosed significant items.
3. FY2020 and FY2021 EPS amounts have been restated to reflect the bonus issue impact of the Accelerated Non-Renounceable Entitlement Offer (‘ANREO’) in
April 2022.
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.
FY2024 incentive outcomes
Name
Arno Becker
Richard Bartley
PRP Target % of TFR
40%
40%
PRP Stretch Target % of TFR
25%
25%
Total % of TFR available under PRP
65%
65%
Actual % of TFR achieved
45%
45%
Forfeited % of TFR 5
20%
20%
PRP Cash (50%) ¹
80,444
80,444
PRP Deferred Rights (50%) ²
80,444
80,444
PRP Amount
160,888
160,888
Outperformance Incentive - Cash ³
24,863
24,863
Outperformance Incentive - Deferred Rights ³
24,863
24,863
Total FY2024 annual Incentive
210,613
210,613
% of TFR 4
48%
48%
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 FY2024 before they are converted into ordinary shares.
3. Outperformance Incentive represents an additional incentive award for exceeding PRP targets. It is payable in the same Cash/Deferred Rights proportion as the PRP.
4. TFR represents total fixed remuneration as at 30 June 2024.
5. Forfeited % of TFR represents the KPI achievement adjusted element of the PRP plan.
26
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
9. REMUNERATION OUTCOMES
2024
Short-term benefits
Post
employment
Long-term
benefits
Share-based payments
Cash
salary &
fees
Cash
Bonus
Super-
annuation
Long
Service
Leave
Rights
Rights
Total
$
$
$
$
%
$
Non-executive Directors
Nicholas Yates
104,072
-
11,428
-
-
-
115,500
Christopher Halios Lewis
75,000
-
-
-
-
-
75,000
David Prescott
75,000
-
-
-
-
-
75,000
Michelle Cox2
18,274
-
1,997
-
-
-
20,271
Brendan York
75,000
-
-
-
-
-
75,000
347,346
-
13,425
-
-
360,771
Key management personnel
Arno Becker1
418,029
105,307
27,319
10,817
155,630
21.7%
717,102
Richard Bartley1
414,681
105,307
27,319
8,067
141,073
20.3%
696,447
832,710
210,614
54,638
18,884
296,703
1,413,549
Total
1,180,056
210,614
68,063
18,884
296,703
1,774,320
1. Cash salary and fees inclusive of movement in annual leave entitlements (as applicable)
2. Fees and superannuation through to resignation date of 21 September 2023
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.
2023
Short-term benefits
Post
employment
Long-term
benefits
Share-based payments
Cash
salary &
fees
Cash
Bonus
Super-
annuation
Long Service
Leave
Rights
Rights
Total
$
$
$
$
%
$
Non-executive Directors
Nicholas Yates
141,965
-
14,906
-
-
-
156,871
Christopher Halios-Lewis
87,420
-
-
-
-
-
87,420
David Prescott
87,420
-
-
-
-
-
87,420
Michelle Cox
79,113
-
8,307
-
-
-
87,420
Brendan York
87,420
-
-
-
-
-
87,420
483,338
-
23,213
-
-
-
506,551
Key management personnel
Arno Becker
447,144
274,919
25,292
6,738
100,036
12.1%
854,129
Richard Bartley 1
113,079
274,919
6,323
2,760
23,525
9.6%
420,606
560,223
549,838
31,615
9,498
123,561
1,274,735
Total
1,043,561
549,838
54,828
9,498
123,561
1,781,286
1. Richard Bartley commenced as Joint CEO and COO on 1 April 2023, remuneration has been included from this date. However, the above table represents
incentive outcomes for the full financial year 2023.
27
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
10. OTHER STATUTORY DISCLOSURES
Movements in Rights
Movements in rights issued under the NED and PRP plans is presented below:
Name
Balance at 30
June 2023
Granted
Vested
Vested
Forfeited
Balance at 30
June 2024
# Rights
# Rights
# Rights
%
# Rights
# Rights
Arno Becker
447,601
58,259
(95,639)
-
-
410,221
Richard Bartley
256,323
175,155
-
-
-
431,478
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
# Rights
Granted
Fair value
per right
$
Total Fair
Value
$
Arno Becker
Transaction Bonus
FY2023
27 February 2023
30 June 2024
27 February 2038
95,639
0.64
61,209
Arno Becker
Sign on
FY2024
1 April 2023
30 June 2024
1 April 2038
128,162
0.59
75,615
Arno Becker
Sign on
FY2025
1 April 2023
30 June 2025
1 April 2038
128,161
0.59
75,615
Richard Bartley
Sign on
FY2024
1 April 2023
30 June 2024
1 April 2038
128,162
0.59
75,615
Richard Bartley
Sign on
FY2025
1 April 2023
30 June 2025
1 April 2038
128,161
0.59
75,615
Arno Becker
Performance & Service
FY2023
24 August 2023
30 June 2025
24 August 2038
58,259
0.59
34,373
Richard Bartley
Performance & Service
FY2023
24 August 2023
30 June 2025
24 August 2038
175,155
0.59
103,341
Movements in Shares
Name
Balance at 30 June
2023
Rights exercised
Other Transactions
Balance at 30 June
2024
# Shares
# Shares
# Shares
# Shares
Non-executive Directors
Nicholas Yates
594,186
-
-
594,186
Christopher Halios Lewis 1
-
-
-
-
David Prescott 2
-
-
-
-
Michelle Cox
-
-
-
-
Brendan York 3
-
-
-
-
Key management personnel
Arno Becker
7,993
95,639
-
103,632
Richard Bartley
16,729
-
-
16,729
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 2024.
2 David Prescott is the Managing Director and Portfolio Manager of Lanyon Asset Management which holds 16,253,003 shares and 3,826,758 options in BSA
Limited at 30 June 2024.
3 Brendan York is a Portfolio Manager of NAOS Asset Management which holds 26,335,778 shares in BSA Limited at 30 June 2024.
28
BSA LIMITED ANNUAL REPORT 2024
REMUNERATION REPORT
11. OTHER TRANSACTIONS WITH KEY MANAGEMENT
Arno Becker’s spouse was employed by BSA Group on a casual basis in the year ended 30 June 2024 as a consultant. The employment
period was 19 July 2023 to 4 April 2024 and the rates were negotiated on an arm’s length basis and reflect market rates. Total amounts paid
as compensation was $28,472.
There were no other transactions or loans to Executives during the year ended 30 June 2024 and 30 June 2023.
12. VOTING OF SHAREHOLDERS LAST YEAR’S ANNUAL GENERAL MEETING
BSA received 99.7% of “yes” votes on its remuneration report for the 2023 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)
23 August 2024
29
BSA LIMITED ANNUAL REPORT 2024
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
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.
DECLARATION OF INDEPENDENCE BY JOHN BRESOLIN TO THE DIRECTORS OF BSA LIMITED
As lead auditor of BSA Limited for the year ended 30 June 2024, 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 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 year.
John Bresolin
Director
BDO Audit Pty Ltd
Sydney
23 August 2024
30
BSA LIMITED ANNUAL REPORT 2024
XX XX
XX
FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2024
BSA LIMITED ABN 50 088 412 748
Consolidated Statement of Profit and Loss and Other Comprehensive Income
31
Consolidated Statement of Financial Position
32
Consolidated Statement of Changes in Equity
33
Consolidated Statement of Cash Flows
34
A
A1
Company information
36
A2
Going Concern
36
B
B1
Segment information
37
B2
Revenue
37
B3
Other operating expenses
39
B4
Income tax
40
B5
Discontinued operations
41
B6
Earnings per share
43
B7
Cash flow Information
44
C
C1
Trade receivables
45
C2
Property, plant and equipment
46
C3
Intangible assets
48
C4
Trade and other payables
49
C5
Provisions
49
D
D1
Financial Liabilities
52
D2
Equity
53
D3
Contingent liabilities
54
D4
Financial risk management
54
E
E1
Group companies
57
E2
Parent entity financial information
57
E3
Related party transactions
58
F
F1
Share-based payments
59
F2
Material accounting policies
60
Notes to the Financial Statements
31
BSA LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT
OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
Notes
2024
2023
$’000
$’000
Continuing operations
Revenue and other income
B2
255,662
239,817
Subcontractors and raw materials used
(186,117)
(178,284)
Employee benefits expense
(31,772)
(33,594)
Depreciation and amortisation expense
(3,787)
(4,245)
Finance costs
(1,405)
(2,382)
IT & Telecommunications costs
(5,364)
(5,063)
Compliance costs
(2,108)
(1,019)
Other expenses
(8,090)
(5,608)
Profit before income tax
17,019
9,622
Income tax benefit/(expense)
B4
1,863
(3,693)
Profit after income tax from continuing operations
18,882
5,929
Discontinued operations
Loss after income tax from discontinued operations
B5
(8,251)
(8,889)
Profit/(loss) after income tax for the year attributable to the owners of BSA Limited
10,631
(2,960)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income/(loss) for the year attributable to the owners of BSA Limited
10,631
(2,960)
Cents
Cents
Earnings per share from continuing operations:
Basic earnings per share
B6
26.17
8.29
Diluted earnings per share
B6
25.56
8.29
Earnings per share for the total Group:
Basic earnings per share
B6
14.73
(4.14)
Diluted earnings per share
B6
14.39
(4.14)
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.
FOR THE YEAR ENDED 30 JUNE 2024
32
BSA LIMITED ANNUAL REPORT 2024
AS AT 30 JUNE 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes
2024
2023
$’000
$’000
ASSETS
Current assets
Cash and cash equivalents
1,567
1,959
Trade receivables and other receivables
C1
32,395
24,181
Inventories
173
195
Contract assets
B2
4,287
2,690
Assets classified as held for sale
B5
-
10,580
Total current assets
38,422
39,605
Non-current assets
Property, plant and equipment
C2
3,343
6,134
Intangible assets
C3
3,951
5,385
Deferred tax assets
B4
13,561
11,391
Total non-current assets
20,855
22,910
Total assets
59,277
62,515
LIABILITIES
Current liabilities
Trade and other payables
C4
32,674
38,085
Contract liabilities
B2
541
-
Borrowings
D1
8,000
4,000
Lease liabilities
D1
1,219
2,202
Employee benefit provisions
C5
3,727
3,517
Provisions
C5
6,319
10,845
Liabilities classified as held for sale
B5
-
6,886
Total current liabilities
52,480
65,535
Non-current liabilities
Other Payables
C4
128
-
Lease liabilities
D1
1,558
3,735
Employee benefit provisions
C5
1,326
965
Provisions
C5
2,183
1,885
Total non-current liabilities
5,195
6,585
Total liabilities
57,675
72,120
Net assets/(liabilities)
1,602
(9,605)
EQUITY
Issued capital
D2
115,150
114,857
Accumulated losses
(147,167)
(138,916)
Profit reserve
32,845
13,963
Share-based payment reserve
F1
774
491
Total equity
1,602
(9,605)
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
33
BSA LIMITED ANNUAL REPORT 2024
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Notes
Issued
capital
Accumulated
losses
Profit reserve
Share-based
payment
reserve
Total equity
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2022
114,530
(122,464)
471
371
(7,092)
Loss for the year
-
(2,960)
-
-
(2,960)
Total comprehensive income for the year
-
(2,960)
-
-
(2,960)
Transactions between reserves
Issue of shares
D2
327
-
-
(296)
31
Share-based payment expense
F1
-
-
-
416
416
Transactions between reserves
-
(13,492)
13,492
-
-
327
(13,492)
13,492
120
447
Balance at 30 June 2023
114,857
(138,916)
13,963
491
(9,605)
Notes
Issued
capital
Accumulated
losses
Profit reserve
Share-based
payment
reserve
Total equity
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2023
114,857
(138,916)
13,963
491
(9,605)
Profit for the year
-
10,631
-
-
10,631
Total comprehensive income for the year
-
10,631
-
-
10,631
Transactions between reserves
Issue of shares
D2
293
-
-
(236)
57
Share-based payment expense
F1
-
-
-
519
519
Transactions between reserves
E2
-
(18,882)
18,882
-
-
293
(18,882)
18,882
283
576
Balance at 30 June 2024
115,150
(147,167)
32,845
774
1,602
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
34
BSA LIMITED ANNUAL REPORT 2024
FOR THE YEAR ENDED 30 JUNE 2024
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
2024
2023
$’000
$’000
Cash flows from operating activities
Receipts from customers
292,735
401,256
Payments to suppliers and employees
(292,357)
(416,357)
Interest paid
(1,432)
(2,056)
Income taxes paid
-
(774)
Net cash outflow from operating activities
B7
(1,054)
(17,931)
Cash flows from investing activities
Payments for property, plant and equipment, software and intangible assets
(548)
(2,090)
Payments on sale of business, net of transaction costs
(218)
-
Payments related to contingent consideration
(694)
-
Proceeds from the sale of business, net of cash disposed
-
21,622
Transaction costs relating to the sale of business
-
(1,814)
Net cash (outflow)/inflow from investing activities
(1,460)
17,718
Cash flows from financing activities
Proceeds from borrowings
10,500
-
Repayment of borrowings
(6,500)
(7,500)
Principal elements of lease payments
(1,878)
(3,769)
Net cash inflow/(outflow) from financing activities
2,122
(11,269)
Net decrease in cash and cash equivalents
(392)
(11,482)
Cash and cash equivalents at the beginning of the financial year
1,959
13,441
Cash and cash equivalents at end of year
1,567
1,959
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
35
BSA LIMITED ANNUAL REPORT 2024
ABOUT THIS REPORT
FOR THE YEAR ENDED 30 JUNE 2024
A
A1. COMPANY INFORMATION
BSA Limited (‘the Company’) and its controlled entities (‘BSA’ or ‘the Group’) is an Australian Securities Exchange (ASX) listed Company whose principal
activities are focused on providing services across communications and utilities infrastructure and property solutions. BSA Limited is the ultimate
parent company of the Group and is a for-profit listed company limited by shares, incorporated and domiciled in Australia.
The 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 23 August 2024.
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 as at 30 June 2024 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 Group’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 2024, the Group reported the following key financial results:
•
A current period net profit after tax for the group of $10,631,000 (30 June 2023: $2,960,000 net loss);
•
A current period net operating cash outflow of $1,054,000 (30 June 2023: $17,931,000);
•
Net current liabilities of $14,058,000 (30 June 2023: $29,624,000 net continuing operations current liabilities);
•
Net assets of $1,602,000 (30 June 2023: $18,300,000 net continuing operations liabilities);
•
Cash and cash equivalents of $1,567,000 (30 June 2023: $1,959,000); and
•
Debt of $8,000,000 (30 June 2023: $4,000,000).
In evaluating the Group’s current financial performance, position and liquidity, the following items have been reflected on:
•
Short-term funding facility: The Group has access to a short-term funding facility amounting to $16.5 million, which can be utilised for working
capital needs which currently expires on 30 September 2024. The facility continues to be subject to review events and covenants (driven by
consolidated predefined EBITDA and cash measures). The Group is currently in negotiations with its financier to extend such facilities to 30
September 2025. A condition to that extension is agreement to new review events and covenants. The Group’s forecast profitability and cash
balances in the model outlined below demonstrates that Group expects to operate within the covenants through to 30 September 2024 in addition
to the expected covenants that would be in place subject to confirmation of the financing facility extension.
•
The Group has a number of historical legacy legal and indirect tax provisions which it expects to pay over the course of 2025 and 2026 financial
years, which are adequately included in the forecast model below.
•
The closure of the APS Fire NSW business in financial year 2024 results in limited forecasted cash outflows for discontinued operations in future
financial years other than those liabilities recognised as at 30 June 2024 and included in the forecast model below.
A
ABOUT THIS REPORT
NOTES TO THE FINANCIAL STATEMENTS
36
BSA LIMITED ANNUAL REPORT 2024
ABOUT THIS REPORT
FOR THE YEAR ENDED 30 JUNE 2024
A
As a consequence of the above considerations, a cash flow, profitability and liquidity forecast (“forecast”) has been prepared to 31 August 2025,
projecting a period of 12 months from the date of signing this report. 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;
•
Management’s best estimate in relation to timing of payments due for historical legacy legal, indirect tax provisions and the remaining discontinued
operations costs to pay;
•
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; and
•
An extension of the Group’s current NBN contract to cover at least the forecast period.
Based on the forecast, the Group will have sufficient cash flows and liquidity for at least 12 months from the date of signing the financial report.
Accordingly, the Directors have 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 it is appropriate to continue to adopt the going concern basis in preparing 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.
37
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
B1. SEGMENT INFORMATION
Description of segments
The Group has one operating and reporting segment based upon the products and services offered by business, the allocation of resources and
the internal reports that are reviewed and used by the chief operating decision maker (CODM). The operating segment of Communication & Utility
Infrastructure (CUI) provides services to the telecommunications, subscription television and utility industries. This includes the delivery of bundled
services over fixed line and wireless networks, the installation of subscription television, the installation of smart meters and the installation of electric
vehicle charging stations.
The Group presents the below financial information to the CODM and the Board of Directors on a monthly basis.
The CODM has been identified as the Joint-CEOs of the Group, who use Revenue and EBITDA as the key segment measures of performance when
reviewing the Group’s results throughout the period throughout the year.
In FY2024, BSA made a decision to close the APS Fire NSW business which was previously an operating segment. Performance for APS Fire NSW is
disclosed in Note B5 Discontinued operations.
Segment performance is disclosed below.
Revenue and other income
Segment Profit
2024
2023
2024
2023
$’000
$’000
$’000
$’000
Communications & Utility Infrastructure
255,662
239,817
22,211
16,249
Depreciation and amortisation expense
(3,787)
(4,245)
Earnings before interest and tax (EBIT)
18,424
12,004
Finance costs
(1,405)
(2,382)
Profit before tax from continuing operations
17,019
9,622
Income tax benefit/(expense)
1,863
(3,693)
Profit after tax from continuing operations
18,882
5,929
Information about major customers
The Group supplies a single external customer in the CUI segment who accounts for 83% of external revenue (2023: 74%).
The Group’s next most significant customer is in the CUI segment and accounts for 7% of external revenue (2023: 18%).
Geographical Information
All revenue from external customers is derived in Australia and all non-current assets are held in Australia.
B2. REVENUE
2024
2023
$’000
$’000
Installation and maintenance
249,489
231,127
Project Services
5,968
8,541
Other income
205
149
Total revenue and other income
255,662
239,817
Revenue from maintenance and installation services is recognised at a point in time whereas revenue from project services is recognised over time.
B
BUSINESS PERFORMANCE
NOTES TO THE FINANCIAL STATEMENTS
38
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
Assets and liabilities related to contracts with customers
The Group has recognised the following assets and liabilities related to contracts with customers:
2024
2023
$’000
$’000
Current contract assets
4,287
2,690
Current contract liabilities
(541)
-
Net contract assets
3,746
2,690
Contract assets of $2,502,000 and contract liabilities of $541,000 relate to discontinued operations.
Revenue recognised in relation to contract liabilities
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 from contracts with customers is recognised when control of the goods or services, being performance obligations, are transferred to the
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. Determining the timing of
the transfer of control of provided goods or services and the amount of consideration expected to be receivable from the customer requires judgement.
Classification and recognition
Maintenance revenue
The maintenance revenue stream is recognised on a basis that aligns with the timing of when the related services are provided to the customer.
Customers are in general invoiced monthly for an amount that is calculated on either a schedule of rates or a cost-plus basis based on the standalone
selling prices for each performance obligation. Payment is received following invoice on normal commercial terms.
Installation revenue
Control of installation services does not transfer to the customer until the completion of the installation and as such revenue is recognised upon
completion. Customers are in general invoiced monthly for an amount that is calculated on either a schedule of rates or a cost-plus basis that are
aligned with the standalone selling prices for each performance obligation. Payment is received following invoice on normal commercial terms.
Project revenue
The Group provides the design and installation of building services for commercial and industrial buildings. Contracts with customers 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 assessed to be one performance obligation. Where contracts with customers are entered into for the building of several projects, the total
transaction price is allocated across each project based on the stand-alone selling prices attributed to each performance obligation. 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).
Performance obligations for project revenue are 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. The timing of revenue recognised
uses input methods to best reflect the progress of works to date.
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 project. Certain construction
projects result in the Group receiving payment prior to work being performed resulting in the recognition of a contract liability on the consolidated
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.
39
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
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.
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 a
contract asset on the consolidated statement of financial position. For contracts where progress billings exceed the contract value recognised to date,
the surplus is shown as a contract liability on the statement of financial position. Amounts billed for work performed but not yet paid by the customer
are included in the statement of financial position as trade receivables.
Contract fulfilment costs
Costs incurred prior to the commencement of a contract may arise due to mobilisation/site setup costs, feasibility studies, environmental impact
studies and preliminary design activities as these are costs incurred to fulfil a contract. Where these costs are expected to be recovered, they are
capitalised and amortised over the course of the contract consistent with the transfer of service to the customer. Where the costs, or a portion of these
costs, are reimbursed by the customer, the amount received is recognised as a contract liability and allocated to the performance obligations within the
contract, with revenue being recognised to match the pattern of the performance obligations being satisfied.
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 to complete the contract are greater than the forecast revenue expected to be earned on contract completion.
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, judgment is used to assess the overall progress of each contract and estimating the
costs to satisfy the performance obligations for each contract. The Group’s previous experience is used to accurately assess the progress of each
contract. Revenue is recorded only if it’s highly probable that no significant reversals will be necessary in the future.
B3. OTHER OPERATING EXPENSES
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:
2024
2023
$
$
Audit and review of financial reports
355,000
405,000
Tax services
177,451
-
Other
7,500
-
Total services provided by BDO (Audit) Pty Ltd
539,951
405,000
Audit and audit related services were provided by BDO Audit Pty Ltd during the year (2023: BDO Audit Pty Ltd).
40
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
B4. INCOME TAX
Reconciliation of income tax benefit/(expense) from continuing operations:
2024
2023
$’000
$’000
Current tax
169
170
Deferred tax
(2,385)
3,970
Adjustment in respect of prior years
353
(447)
Aggregate income tax (benefit)/expense
(1,863)
3,693
Profit from continuing operations before income tax expense
17,019
9,622
Tax using the Group’s statutory tax rate of 30%
5,106
2,886
Tax effect adjustments:
Adjustments in respect of prior years
353
(447)
Non-deductible share-based payments
156
125
Current year losses for which no deferred tax asset is recognised
-
1,207
Utilisation of tax losses not previously recognised
(1,448)
-
Recognition of previously unrecognised tax losses
(5,926)
-
Other
(104)
(78)
Aggregate Income tax (benefit)/expense
(1,863)
3,693
Deferred tax balances
2024
2023
$’000
$’000
The balance comprises temporary differences attributable to:
Class Action Settlement
-
2,656
Provisions and accruals
3,912
4,878
Employee benefits
2,170
2,163
Intangible assets
1,428
1,690
Tax losses
5,926
-
Other
125
4
Net deferred tax assets
13,561
11,391
Tax Losses
The Group has $10,557,000 (2023: $19,234,000) of income tax losses for which a deferred tax asset of $3,167,000 has not been recognised at 30 June
2024 (2023: $5,770,000). The losses can be carried forward indefinitely, subject to continuity of ownership test or same business test being met.
The Group also has $38,958,000 (2023: $38,958,000) of capital tax losses for which deferred tax asset of $11,687,000 (2023: $11,687,000) has not been
recognised at 30 June 2024. The capital losses can also be carried forward indefinitely, but capital losses can only be used to offset future capital gains.
Accounting Policy
Income tax expense comprises current and deferred income tax. It is recognised in the consolidated statement of 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
enacted at the reporting date
41
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
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.
Key Estimates and Judgements: Recoverability of deferred tax balances
The 30 June 2024 net deferred tax asset balance totals $13,561,000 (2023: $11,391,000). Deferred tax assets are recognised up to the value that it is
probable that there will be sufficient taxable profits in future years to utilise the timing difference reversals and tax losses.
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 brought forward tax losses to offset the forecasted tax payable on the forecasted result for the year ended 30 June 2025. As a consequence,
$5,926,000 of deferred tax assets related to tax losses have been recognised at 30 June 2024 as has been assessed as 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.
During the financial year ended 30 June 2023 the group disposed of APS Maintain and APS Fire QLD. These transactions are now complete with
transitional services finalised.
In January 2024, the Group announced that the APS Fire NSW division has ceased to tender for new work and will cease operations once all rights and
obligations have been addressed. The cessation of operations was substantially complete by 30 June 2024.
Consequently, the assets and liabilities of the APS businesses are no longer classified as held-for-sale for the period ended 30 June 2024, however the
business remains a disposal group in accordance AASB 5 Non-current Assets Held for Sale and Discontinued Operations. The associated earnings, for the
current and comparative periods, have been classified as discontinued operations in the consolidated statement of comprehensive income and all related
note disclosures. Furthermore, assets and liabilities previously designated as assets and liabilities held-for-sale have now been re-combined and reflected
in each appropriate financial statement caption.
42
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
2024
2023
$’000
$’000
Revenue
11,719
124,007
Expenses
(16,241)
(139,564)
Restructure and closure expenses
(3,800)
-
Gain on divestment before income tax
-
6,498
Loss before tax
(8,322)
(9,059)
Income tax benefit
71
170
Loss for the year from discontinued operations
(8,251)
(8,889)
Assets and liabilities of disposal group classified as held for sale in the comparative period
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:
30 June 2023
$’000
Assets
Trade receivables and other receivables
7,475
Contract assets
2,474
Property, plant and equipment
395
Deferred tax assets
236
Total assets
10,580
Liabilities
Trade and other payables
5,127
Contract liabilities
722
Lease liabilities – Current
44
Provisions – Current
860
Lease liabilities – Non-Current
78
Provisions – Non-Current
55
Total liabilities
6,886
Net assets
3,694
43
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
2024
2023
$’000
$’000
Cash flows used in discontinued operations
Net cash outflow from operating activities
(5,441)
(8,898)
Net cash outflow from investing activities
(59)
(445)
Net cash outflow from financing activities
(90)
(2,009)
(5,590)
(11,352)
B6. EARNINGS PER SHARE
(a) Basic earnings per share
2024
2023
Cents
Cents
From continuing operations
26.17
8.29
From discontinued operations
(11.44)
(12.43)
Total basic earnings per share
14.73
(4.14)
(b) Diluted earnings per share
2024
2023
Cents
Cents
From continuing operations
25.56
8.29
From discontinued operations
(11.17)
(12.43)
Total diluted earnings per share
14.39
(4.14)
(c) Weighted average number of shares used as the denominator
2024
2023
Number
Number
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share
72,160,165
71,498,326
Adjustments for calculation of diluted earnings per share
Performance rights outstanding
1,721,481
1,622,302
Anti-dilutive effect of loss on earnings per share
-
(1,622,302)
Weighted average number of ordinary and potential ordinary shares used as the denominator in calculating
diluted earnings per share
73,881,646
71,498,326
44
BSA LIMITED ANNUAL REPORT 2024
BUSINESS PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2024
B
B7. CASH FLOW INFORMATION
The above figures reconcile to the amount of cash shown in the statement of cash flows at the end of the financial year as follows:
2024
2023
$’000
$’000
Profit/(loss) for the year
10,631
(2,960)
Adjustments for:
Depreciation and amortisation
3,787
5,336
Non-cash share-based payments charge
519
416
Non-cash gain on sale of business
-
(6,498)
Imputed interest charges on leases
218
415
Changes in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
382
(4,964)
(Increase)/decrease in inventories
22
736
(Increase)/decrease in deferred tax assets
(1,915)
2,810
(Increase)/decrease in other operating assets
(316)
373
Increase/(decrease) in trade and other payables
(658)
1,554
Increase/(decrease) in other operating liabilities
(11,398)
3,567
Increase/(decrease) in provisions
(2,326)
(18,716)
Net cash outflow from operations
(1,054)
(17,931)
2024
2023
$’000
$’000
Cash and cash equivalents as at 30 June
1,565
1,959
The decrease in other operating liabilities was primarily as the result of the final $9,000,000 class action payment made in June 2024.
45
BSA LIMITED ANNUAL REPORT 2024
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2024
C
C1. TRADE RECEIVABLES
The Group’s Trade and other receivables are presented below.
2024
2023
$’000
$’000
Current assets
Trade receivables
24,130
15,561
Expected credit losses
(424)
(424)
23,706
15,137
Accrued revenue
4,913
4,932
Net other receivables
456
931
Prepayments
3,320
3,181
8,689
9,044
Total trade and other receivables
32,395
24,181
Expected Credit Losses
The average credit period for the Group is 17 days (2023: 23 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.
Current
More than
30 days past
due
More than
60 days past
due
More than
90 days past
due
Total
30 June 2024
$’000
$’000
$’000
$’000
$’000
Gross carrying amount – trade receivables
21,912
1,195
241
782
24,130
Loss allowance
(363)
(46)
(11)
(4)
(424)
30 June 2023
Gross carrying amount – trade receivables
13,483
1,408
5
665
15,561
Loss allowance
(114)
(36)
-
(274)
(424)
The loss allowances for trade receivables reconcile to the opening loss allowances as follows:
2024
2023
$’000
$’000
Opening loss allowance as at 1 July
424
1,374
Increase in loss allowance recognised in profit or loss during the year
-
386
Disposal of business
-
(1,188)
Classified as asset held for sale
-
(148)
Closing loss allowance
424
424
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery.
C
OPERATING ASSETS AND LIABILITIES
NOTES TO THE FINANCIAL STATEMENTS
46
BSA LIMITED ANNUAL REPORT 2024
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2024
C
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. Expected credit losses as at the reporting date were
calculated using forecasted likelihood of default and are adjusted for historical loss rates for individually identified customers as relevant.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating profit. Subsequent recoveries of
amounts previously recognised as an impairment loss 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 simplified approach outlined in AASB 9 Financial Instruments to measure expected credit losses, using 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 2024 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 and other
factors affecting the ability of the customers to settle the receivables. The Group applies the expected credit loss model based on the risk profile of
customer industry, product type, total outstanding balance and credit terms.
Accrued revenue
Accrued revenue represents amounts receivable from customers for where performance obligations have been met but an invoice is yet to be raised.
Accrued revenue is based on the expected invoice amount to be raised for the services completed.
C2. PROPERTY, PLANT AND EQUIPMENT
Leasehold
Improvements
Plant and
equipment
Right-of-use
vehicles and
others
Right-of-use
assets -
premises
Total
$’000
$’000
$’000
$’000
$’000
30 June 2023
Cost
523
1,887
1,524
5,825
9,759
Accumulated depreciation
(392)
(1,035)
(894)
(1,304)
(3,625)
Opening net book value
131
852
630
4,521
6,134
30 June 2024
Additions
-
53
286
1,070
1,409
Disposals
-
(46)
-
(2,176)
(2,222)
Lease Modifications
-
-
(65)
-
(65)
Transfer from assets held for sale
-
275
-
117
392
Depreciation charge for the year
(104)
(501)
(582)
(1,118)
(2,305)
Closing net book value as at 30 June 2024
27
633
269
2,414
3,343
Cost
523
2,253
1,728
4,142
8,646
Accumulated depreciation
(496)
(1,620)
(1,459)
(1,728)
(5,303)
Closing net book value as at 30 June 2024
27
633
269
2,414
3,343
47
BSA LIMITED ANNUAL REPORT 2024
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2024
C
Accounting Policy
Property, plant and equipment
Land and Buildings, Leasehold Improvements and Plant & Equipment are recognised at the cost of the asset less accumulated depreciation.
Right-of-use assets
Right-of-use assets are initially measured with reference to the value determined for the associated lease 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
Useful life
Depreciation method
Leasehold Improvements
4 to 5 years
Straight-line
Plant & Equipment
3 to 10 years
Straight-line
Right-of-use vehicles
3 to 5 years
Straight-line
Right-of-use property
1 to 5 years
Straight-line
Depreciation is recognised to write off the cost of the asset (other than freehold land) less any residual value, using the straight-line method. The
estimated useful lives, residual values and depreciation methods 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 the length of the associated lease term on a straight-line basis.
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 any sales proceeds and the carrying amount of the asset and is recognised in the consolidated statement of profit or loss.
Impairment
Property, plant and equipment is tested for impairment whenever events or changes in circumstances indicate that an asset’s 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.
48
BSA LIMITED ANNUAL REPORT 2024
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2024
C
C3. INTANGIBLE ASSETS
Consolidated entity
Goodwill
Internally
generated
Software
Customer
lists and
contracts
Total
$’000
$’000
$’000
$’000
At 30 June 2023
Cost
75
7,024
2,528
9,627
Accumulated amortisation and impairment
-
(3,063)
(1,179)
(4,242)
Opening net book value
75
3,961
1,349
5,385
Additions
-
317
-
317
Disposals
-
-
(1)
(1)
Amortisation charge
-
(1,000)
(750)
(1,750)
Closing net book value as at 30 June 2024
75
3,278
598
3,951
Cost
75
7,340
2,526
9,941
Accumulated amortisation and impairment
-
(4,062)
(1,928)
(5,990)
Closing net book value as at 30 June 2024
75
3,278
598
3,951
Accounting Policy
Goodwill
Goodwill arising on the acquisition of subsidiaries has an indefinite useful life and is measured at cost less accumulated impairment losses. For the
purposes of impairment testing, goodwill is allocated to each of the Group’s CGUs that is expected to benefit from the synergies of the combination.
On disposal of a business unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Other intangible assets
Other intangible assets, including software and customer lists and contracts are acquired or developed by the Group and have finite useful lives are
measured at cost less accumulated amortisation and any accumulated impairment losses.
Impairment
Goodwill and other indefinite useful life intangible assets
A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be
impaired. If the recoverable amount of the CGU is less than it’s carrying amount, the impairment loss is allocated first to reduce the carrying amount of
any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Impairment
losses for goodwill are recognised as an expense when incurred and are not reversed in subsequent periods. The recoverable amount is the higher of an
asset’s Fair Value Less Costs to Sell 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.
49
BSA LIMITED ANNUAL REPORT 2024
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2024
C
Expected useful lives
The expected useful life and amortisation methods used are listed below.
Asset
Useful life
Amortisation method
Goodwill
Indefinite
Not applicable
Software
2 to 8 years
Straight-line
Customer lists and contracts
1 to 9.5 years
Straight-line
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.
C4. TRADE AND OTHER PAYABLES
2024
2023
$’000
$’000
Current liabilities
Trade payables
16,820
9,587
Deferred consideration for the acquisition of Catalyst ONE
-
824
Other payables
15,854
27,674
32,674
38,085
Non-current liabilities
Other payables
128
-
128
-
Settlement of Class Action
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 final payment of $9,000,000 was paid prior to 30 June 2024, resulting in the total settlement amount of $20,000,000 being fully paid. The
settlement of the proceedings was without admission of liability and each party had to pay their own costs.
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.
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
2024
2023
Current
Non-current
Total
Current
Non-current
Total
$’000
$’000
$’000
$’000
$’000
$’000
Employee benefits
3,727
1,326
5,053
3,517
965
4,482
Other provisions
6,319
2,183
8,502
10,845
1,885
12,730
10,046
3,509
13,555
14,362
2,850
17,212
50
BSA LIMITED ANNUAL REPORT 2024
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2024
C
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Make good
provisions
Contract
provisions
Indirect tax
position
Total
$’000
$’000
$’000
$’000
2024
Carrying amount at the start of the year
962
6,119
5,649
12,730
Additional provision recognised
180
1,973
-
2,153
Amounts used/released during the year
(427)
(2,683)
(1,580)
(4,690)
Discontinued Operations
5
300
-
305
Reclassification to payables
-
(1,996)
-
(1,996)
Carrying amount at the end of year
720
3,713
4,069
8,502
Class Action
and associated
legal costs
Make good
provisions
Contract
provisions
Indirect tax
position
Total
$’000
$’000
$’000
$’000
$’000
2023
Carrying amount at the start of the year
17,203
1,445
8,000
5,649
32,297
Additional provision recognised
-
38
3,750
-
3,788
Amounts used during the year
-
-
(4,138)
-
(4,138)
Discontinued Operations
-
(516)
-
-
(516)
Assets held for sale
-
(5)
(900)
-
(905)
Reclassification to payables
(17,203)
-
-
-
(17,203)
Other
-
-
(593)
-
(593)
Carrying amount at the end of year
-
962
6,119
5,649
12,730
Other provisions relate to the following matters:
Provision
Matter
Class Action and associated legal costs
Costs incurred in relation to the Class Action settlement in 2022. The discounted payables related to the
Class Action have been reclassified from provisions to trade and other payables in 2023, due to the timing
and settlement amounts payable being certain.
Make good provision
Estimated costs required to restore lease properties to a contractually defined condition at the end of the
lease term.
Contract provisions
The expected cost of obligations under various construction contracts recognised at the Directors' best
estimate of the expenditure to settle the Group's obligation.
Indirect tax position
A provision has been raised for specific indirect taxation liabilities which are in the process of being
resolved with relevant taxation authorities.
51
BSA LIMITED ANNUAL REPORT 2024
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2024
C
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.
52
BSA LIMITED ANNUAL REPORT 2024
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
D
D1. FINANCIAL LIABILITIES
Borrowings
2024
2023
$’000
$’000
Current borrowings
8,000
4,000
Total borrowings
8,000
4,000
Assets pledged as security
The borrowings are secured against the all assets of the assets of the Group. The weighted average interest rate for borrowings was 5.58% (30 June
2023: 3.59%).
Lease Liabilities
2024
2023
$’000
$’000
Current
1,219
2,202
Non-current
1,558
3,735
2,777
5,937
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 4.00% and 5.51% (2023: 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, using the incremental borrowing rate. The incremental borrowing rate is the rate at which the Group could borrow similar cashflows over a
similar term, with a similar level of security. 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.
D
CAPITAL AND FINANCING STRUCTURE
NOTES TO THE FINANCIAL STATEMENTS
53
BSA LIMITED ANNUAL REPORT 2024
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
D
D2. EQUITY
Issued Capital
Movements in the Group’s issued capital are outlines below:
Number of shares
(thousands)
Total
$’000
Opening balance 1 July 2022
570,942
114,530
Exercise of performance rights
1,125
327
Issued capital before share consolidation
(572,067)
114,857
Share consolidation 8:1
71,509
-
Balance 30 June 2023
71,509
114,857
Exercise of performance rights
555
236
Shares issued for Catalyst ONE acquisition
96
57
Balance 30 June 2024
72,160
115,150
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 2024, 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
No dividends were declared or paid in the year ended 30 June 2024 (2023: Nil)
Franking credits
As at 30 June 2024 based on the current tax rates of 30% the Group has $11,392,000 (2023: $11,392,000) 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.
Capital management
In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders
through a combination of capital growth and distributions. In order to achieve this objective, the Group seeks to maintain a gearing ratio that
balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable the Group to meet its working capital and
strategic investment needs.
In making decisions to adjust its capital structure to achieve these aims, either through altering its dividend policy, new share issues or the reduction of
debt, the Group considers not only its short-term position but also its long-term operational and strategic objectives.
It is the Group’s policy to review its gearing ratio to ensure adequate funds are available to meet its obligations.
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.
54
BSA LIMITED ANNUAL REPORT 2024
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
D
D3. CONTINGENT LIABILITIES
The group had contingent liabilities at 30 June 2024 in respect of:
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 $15,199,000 (2023: $22,818,000).
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 statements 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.
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:
2024
2023
Borrowing base facility
$’000
$’000
Facility Limit
16,500
15,000
Used
(8,000)
(4,000)
Unused
8,500
11,000
55
BSA LIMITED ANNUAL REPORT 2024
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
D
The group has bank guarantee facilities of $16,040,000 (2023: $19,500,000) of which $13,280,000 (2023: $17,800,000) was utilised. In addition to the
above facilities the group has a surety bond facility with Swiss Re International SE of $1,900,000 (2023: $10,000,000) which was utilised to $1,900,000
(2023: $5,100,000).
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 2024
$’000
$’000
$’000
$’000
$’000
$’000
Trade Payables
16,820
-
-
-
16,820
16,820
Insurance Funding
1,359
388
-
-
1,747
1,747
Borrowings
8,000
-
-
-
8,000
8,000
Lease Liabilities
797
532
2,115
-
3,444
2,777
Other payables
32
32
128
-
192
193
Total Non-derivatives
27,008
952
2,243
-
30,203
29,538
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 2023
$’000
$’000
$’000
$’000
$’000
$’000
Trade payables
9,587
-
-
-
9,587
9.587
Class Action settlement
-
9,000
-
-
9,000
9,000
Insurance funding
2,380
794
-
-
3,174
3,174
Borrowings
4,000
-
-
-
4,000
4,000
Lease liabilities
1,225
1,178
2,801
2,030
7,234
5,937
Total non-derivatives
17,192
10,972
2,801
2,030
32,995
31,443
Interest rate risk
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 increase/decrease by 200 basis points, the Group’s sensitivity to interest rate risk would lead to an annual increase/decrease
of interest expense of $224,000 (30 June 2023: $473,000).
Accounting Policy
Classification of financial instruments
The Group classifies its financial instruments as follows:
Category
Classification
Cash and cash equivalents
Amortised cost
Trade receivables
Amortised cost
Net other receivables
Amortised cost
Trade and other payables
Amortised cost
Borrowings
Amortised cost
56
BSA LIMITED ANNUAL REPORT 2024
CAPITAL AND FINANCING STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
D
Recognition and measurement
Under AASB 9 Financial Instruments, a financial asset shall be measured at amortised cost; Fair Value through Profit & Loss (FVTPL); or Fair Value
through Other Comprehensive Income (FVOCI) as classification of financial assets is generally based on the business model in which a financial asset is
managed and its contractual cash flow characteristics. Measurement of financial liabilities are also based on the business model and are classified and
measured either at amortised cost or FVTPL.
Subsequent measurement
Category
Measurement
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in profit or loss.
Financial assets at FVOCI
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.
Financial assets at amortised cost
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.
57
BSA LIMITED ANNUAL REPORT 2024
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
E
E1. GROUP COMPANIES
Controlled entities
The Group’s subsidiaries at 30 June 2024 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 (%)
2024
2023
Name of entity
%
%
BSA Advanced Property Solutions (Administration) Pty Ltd
100
100
BSA Advanced Property Solutions (FIRE) Pty Ltd
100
100
BSA Advanced Property Solutions (NSW) Pty Ltd
100
100
BSA Communications and Utility Infrastructure Pty Ltd
100
100
BSA Equity Plans Pty Ltd
100
100
BSA Networks Pty Ltd
100
100
BSA Transmission Solutions Pty Ltd
100
100
Catalyst ONE Pty Ltd
100
100
Jamik (AUS) Pty Ltd
100
100
Satellite Receiving Systems (QLD) Pty Ltd
100
100
066 059 809 Pty Ltd
100
100
BSA IT Services Pty Ltd Formerly ACN 066 496 893 Pty Ltd
100
100
Deed of cross guarantee
All controlled entities are parties to the Deed of Cross Guarantee and are members of the Closed Group, where relief is obtained from preparing
individual financial reports under ASIC Instrument 2016/785. Under the deed, BSA Limited agrees to support the liabilities and obligations of the
controlled entities. As all controlled entitles are party to the Deed of Cross Guarantee, the consolidated results of the Group also represent the
necessary disclosures relating to the Deed of Cross Guarantee.
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.
E2. PARENT ENTITY FINANCIAL INFORMATION
Summary financial information
The individual financial statements for the parent entity, BSA Limited, show the following aggregate amounts:
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.
E
GROUP STRUCTURE
NOTES TO THE FINANCIAL STATEMENTS
58
BSA LIMITED ANNUAL REPORT 2024
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
E
2024
2023
$’000
$’000
Profit after tax for the year
18,882
13,492
Total comprehensive income
18,882
13,492
Statement of financial position
Current assets
38,975
45,660
Non-current assets
40,500
23,575
Current liabilities
(50,349)
(57,231)
Non-current liabilities
(4,755)
(7,091)
Shareholders equity
Issued Capital
115,150
114,857
Reserves
Accumulated losses
(124,399)
(124,399)
Profit reserve
32,845
13,963
Share-based payment reserve
774
492
Total equity
24,370
4,913
Guarantees entered into by the parent entity
2024
2023
$’000
$’000
Directly relating to the parent entity
10,103
12,834
Secured by cross guarantee by all wholly owned group members
5,096
9,984
15,199
22,818
Contingent liabilities of the parent entity
Given the deed of cross guarantee, refer to Contingent liabilities at note D3.
E3. RELATED PARTY TRANSACTIONS
The Group’s related parties are considered to have a special relationship with the Group as such additional disclosures are made to users of the Annual
Report to draw attention to the possibility that it s financial position and performance may have been affected related parties. Arno Becker’s spouse was
employed by BSA Group on a casual basis in the year ended 30 June 2024 as a consultant. The employment period was 19 July 2023 to 4 April 2024 and
the rates were negotiated on an arm’s length basis and reflect market rates. Total amounts paid as compensation was $28,472. Other than the related
party remuneration outlined below, there were no other transactions or loans to Executives during the year ended 30 June 2024 and 30 June 2023.
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.
2024
2023
$
$
Short-term employee benefits
1,390,670
1,593,400
Post-employment benefits
68,063
54,828
Other long-term benefits
18,884
9,498
Share-based payments
296,703
123,561
1,774,320
1,781,287
Related party rights and shareholdings are outlined in detail in the Remuneration Report section of this Annual Report.
59
BSA LIMITED ANNUAL REPORT 2024
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2024
E
F1. SHARE-BASED PAYMENTS
Fair value
Balance
at 30 June
2023
Granted
Forfeited
Vested
Balance
at 30 June
2024
Plan
Grant date
Vesting date
$
Number
Number
Number
Number
Number
PRP Plan (SR)
21 November 2022
30 June 2023
0.38
459,192
-
-
(459,192)
-
PRP Plan (SR)
21 November 2022
30 June 2024
0.38
459,186
-
-
-
459,186
PRP Plan (SR)
27 February 2023
30 June 2023
0.64
95,639
-
-
(95,639)
-
PRP Plan (SR)
27 February 2023
30 June 2024
0.64
95,639
-
-
-
95,639
PRP Plan (PR)
1 April 2023
30 June 2024
0.59
256,324
-
-
-
256,324
PRP Plan (PR)
1 April 2023
30 June 2025
0.59
256,322
-
-
-
256,322
PRP Plan (SR)
24 August 2023
30 June 2025
0.59
-
430,991
-
-
430,991
PRP Plan (SR)
14 June 2024
31 March 2025
0.69
-
751,785
-
-
223,019
1,622,302
1,182,776
-
(554,831)
1,721,481
Key inputs to rights issued in the year ended 30 June 2024 are as follows:
24 August 2023
14 June 2024
Vesting period ends
30 June 2025
31 March 2025
Share price at date of grant
$0.59
$0.69
Volatility
64%
37%
Expiration date
950 days
290 days
Dividend yield
0%
0%
Risk-free rate
3.60%
4.12%
The underlying expected volatility was determined by reference to historical data for BSA Limited’s shares over a period since listing on the Australian
Securities Exchange. No special features inherent to the rights were incorporated into the measurement of fair value. The calculation of fair value is
derived by using the Black-Scholes method.
2024
2023
$’000
$’000
Equity settled share-based payments expense
519
416
Share-based payments equity reserve
774
491
Employee Performance Rights Plan
The Employee Performance Rights Plan (‘PRP Plan’) was originally approved by shareholders at the 2008 AGM and most recently approved by
shareholders at the 2022 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.
F
OTHER
NOTES TO THE FINANCIAL STATEMENTS
60
BSA LIMITED ANNUAL REPORT 2024
OTHER
FOR THE YEAR ENDED 30 JUNE 2024
F
PRP Plan (SR)
Within the PRP Plan is a subset of Service Rights (SR). Service rights issued under the PRP Plan are only subject to service conditions, whereby the
employee must remain employed by the Group until the vestment date. This is subject to a number of exceptions (including death, cessation of
employment, takeovers and schemes of arrangement). Service Rights are typically used in the following instances by the Group:
•
As part of senior management short-term incentive payments, to encourage continued service and alignment of employee and shareholder
interests. Senior management incentive payments generally include two components:
-
an upfront cash payment for 50% of the reward, and
-
a PRP Plan (SR) portion which grants employees service rights which vest 24 months post the relevant financial performance period
with the number of service rights granted calculated based on the 10-day Volume Weighted Average Price (VWAP) of the Group’s
shares after the release of the Group’s annual report for the relevant financial performance period.
•
As a method of retention of key employees who have joined the Group to ensure their remuneration packages are in-line with market practice in
their first financial period prior to earning short-term incentives.
PRP Plan (PR)
Within the PRP Plan is a subset of Performance Rights (PR). Performance rights issued under the PRP Plan are subject to both non-market performance
conditions and service conditions. Performance Rights are typically used to:
•
incentivise financial performance of section of the Group’s operations over the long-term, and
•
encourage continued service and alignment of employee and shareholder interests.
Non-executive Director Fee Sacrifice Equity Plan
The Non-executive Director (‘NED’) Fee Sacrifice Equity Plan (‘NED Plan’) purpose is to:
•
facilitate the acquisition of equity in the Group by NEDs serving on the board because it provides NEDs with “skin in the game” and aligns their
interests with shareholders,
•
preserve the independence of NEDs by ensuring that NED participate in a separate equity plan from the PRP plan in which executives of the Group
participate and for which NEDs set performance vesting conditions, and
•
overcome the challenges faced by NEDs in acquiring equity on-market due to governance and regulatory issues in a manner that is intended to
demonstrate good governance.
The NED Plan allows for eligible NEDs, subsequent to AGM approval can 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. MATERIAL 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.
61
BSA LIMITED ANNUAL REPORT 2024
OTHER
FOR THE YEAR ENDED 30 JUNE 2024
F
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 right at the end of the reporting period to defer 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.
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.
As required by the Treasury Laws Amendment (Making Multinationals Pay Their Fair Share – Integrity and Transparency) Act 2024, the following
provides information about the subsidiaries in the consolidated financial statements of BSA Limited as at 30 June 2024.
Name of entity
Type of Entity
Equity Holding %
Country of
incorporation
Country of residence
for tax purposes
2024 %
BSA Advanced Property Solutions (Administration) Pty Ltd
Company
100
Australia
Australia
BSA Advanced Property Solutions (FIRE) Pty Ltd
Company
100
Australia
Australia
BSA Advanced Property Solutions (NSW) Pty Ltd
Company
100
Australia
Australia
BSA Communications and Utility Infrastructure Pty Ltd
Company
100
Australia
Australia
BSA Equity Plans Pty Ltd
Company
100
Australia
Australia
BSA Networks Pty Ltd
Company
100
Australia
Australia
BSA Transmission Solutions Pty Ltd
Company
100
Australia
Australia
Catalyst ONE Pty Ltd
Company
100
Australia
Australia
Jamik (AUS) Pty Ltd
Company
100
Australia
Australia
Satellite Receiving Systems (QLD) Pty Ltd
Company
100
Australia
Australia
066 059 809 Pty Ltd
Company
100
Australia
Australia
BSA IT Services Pty Ltd Formerly ACN 066 496 893 Pty Ltd
Company
100
Australia
Australia
As at 30 June 2024, none of the above entities was a trustee of a trust within the consolidated entity, a partner in a partnership within the consolidated
entity or a participant in a joint venture within the consolidated entity.
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
62
BSA LIMITED ANNUAL REPORT 2024
63
BSA LIMITED ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
DIRECTORS DECLARATION
The Directors declare that:
(a)
In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable,
(a)
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,
(a)
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.
In the Directors’ opinion, the consolidated entity disclosure statement required by subsection 295(3A) of the Corporations Act 2001 is true
and correct.
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
23 August 2024
64
BSA LIMITED ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
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
To the members of BSA Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of BSA Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated
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 report, including material accounting policy information, the consolidated entity disclosure
statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note A2 in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
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.
65
BSA LIMITED ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report 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
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Revenue recognition
Key audit matter
How the matter was addressed in our audit
For the year ended 30 June 2024 the Group recognised
$255.662M (2022: $239.817M) of revenue from
continuing operations in addition to revenue from
discounted operations of $11.719M (2023: $124.007M).
Revenue recognition was identified as a key audit
matter due to the significance of revenue to the
financial report and the judgement applied.
Refer to Notes B2 and B5 of the financial report for
the accounting policy and related disclosures.
Our audit procedures to address the key audit matter
included, but were not limited to the following:
•
Understanding and documenting the processes and
controls used by the Group in recording revenue;
•
Assessing the revenue recognition policy for
compliance with AASB 15 Revenue from Contracts
with Customers;
•
Obtaining external confirmation from key
customers over revenue recorded in the financial
year;
•
Performing substantive testing on a sample of
installation and maintenance and project services
revenue transactions to ensure appropriate
revenue recognition;
•
Performing substantive testing on a sample of
revenue relating to discontinued operations,
ensuring judgements and estimates applied are
reasonable;
•
Performing testing on transactions around year end
to ensure appropriate revenue cut-off; and
•
Assessing the adequacy of the Group’s disclosures
within the financial statements.
66
BSA LIMITED ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
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 2024, 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 assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
67
BSA LIMITED ANNUAL REPORT 2024
INDEPENDENT AUDITOR’S REPORT
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2024.
In our opinion, the Remuneration Report of BSA Limited, for the year ended 30 June 2024, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
John Bresolin
Director
Sydney
23 August 2024
68
BSA LIMITED ANNUAL REPORT 2024
THE SHAREHOLDER INFORMATION SET OUT BELOW WAS APPLICABLE AS AT 31 JULY 2024
SHAREHOLDER INFORMATION
A. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of equity security holders by size of holding:
Number of
Holders
Ordinary
Shares
Percentage
Held
Number of
Holders
Quoted
Options
Percentage
Held
1 - 1,000
823
308,091
0.43%
85
29,696
0.18%
1,001 – 5,000
417
976,035
1.35%
39
99,954
0.60%
5,001 – 10,000
176
1,289,783
1.79%
16
115,081
0.69%
10,001 – 100,000
216
5,626,146
7.80%
36
1,290,161
7.68%
100,001 and above
23
63,960,110
88.64%
19
15,260,680
90.86%
Total
1,655
72,160,165
100%
195
16,795,572
100%
Unmarketable Parcels
Minimum
Parcel Size
Holders
Units
Minimum $ 500.00 parcel at $0.0600 per unit
Shares
493
533
107,800
Minimum $ 500.00 parcel at $0.0300 per unit
Options
5,000
124
129,650
B. EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders. The names of the twenty largest holders of quoted equity securities are listed below:
Ordinary Shares
Name of Holder
Number Held
Percentage
of Issued
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
27,698,755
38.39%
CITICORP NOMINEES PTY LIMITED
16,275,612
22.55%
BIRKETU PTY LTD
12,014,359
16.65%
SANDHURST TRUSTEES LTD
3,374,026
4.68%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
943,982
1.31%
EMELWIN PTY LTD
436,745
0.61%
BNP PARIBAS NOMS PTY LTD
313,718
0.43%
CERTANE CT PTY LTD
261,459
0.36%
LAYUTI PTY LTD
223,611
0.31%
EDINGTON PTY LIMITED
221,172
0.31%
CTSF PTY LTD
209,494
0.29%
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
193,366
0.27%
BNP PARIBAS NOMINEES PTY LTD
175,257
0.24%
MISS YAN LI
175,000
0.24%
MR TIMOTHY HARRIS
162,764
0.23%
MR NICHOLAS KELVIN YATES
157,441
0.22%
MRS SUSAN ELIZABETH MCGREGOR
136,593
0.19%
MR GRAEME LESLIE HERRING + MRS JOAN HERRING
136,332
0.19%
ECS HOLDINGS PTY LTD
125,000
0.17%
Top 20 Shareholders
63,624,686
88.17%
Total Shares Issued
72,160,165
100%
69
BSA LIMITED ANNUAL REPORT 2024
SHAREHOLDER INFORMATION
THE SHAREHOLDER INFORMATION SET OUT BELOW WAS APPLICABLE AS AT 31 JULY 2024
C. SUBSTANTIAL SHAREHOLDERS
Substantial shareholders in the Company are set out below:
Ordinary Shares
Options
Number Held
Percentage
Number Held
Percentage
NAOS ASSET MANAGEMENT LIMITED
26,335,778
36.83%
-
-
LANYON ASSET MANAGEMENT PTY LIMITED
16,253,003
22.52%
3,826,758
22.78%
BIRKETU PTY LTD
12,014,359
16.80%
2,867,389
17.07%
D. VOTING RIGHTS
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.
www.bsa.com.au
BSA Limited
Registered Office
Suite 1401, Level 14, Tower B,
The Zenith, 821 Pacific Highway,
Chatswood NSW 2067
P
+61 2 9763 6200
F
+61 2 9763 6201
E
corporate@bsa.com.au
W
www.bsa.com.au
Share Registry
Computershare Investor Services
GPO Box 2975
Melbourne VIC 3001 Australia
P
1300 85 05 05
P
+61 3 9415 4000
F
+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
1300 138 992
W
www.bdo.com.au
Financier
Commonwealth Bank of Australia
201 Sussex Street
Sydney NSW 2000
www.bsa.com.au
CORPORATE DIRECTORY