ASX Appendix 4E – Preliminary Final Report for the year ended 30 June 2019
Reporting Period:
Previous Corresponding Period:
Twelve months ended 30 June 2019
Twelve months ended 30 June 2018
Section A: Results for announcement to the market
Revenue and net profit
Revenue from ordinary activities
Loss from ordinary activities after tax
Loss from ordinary activities after tax
attributable to owners
Dividends
30 June 2019
Percentage
change
Amount change
11,711,534
(690,174)
(690,174)
65%
(43%)
(43%)
Dividend
4,613,225
(207,346)
(207,346)
Amount
per
security
Franked
amount per
security
Final dividend in respect of the twelve months ending 30 June
2019:
NIL
NIL
NIL
Net tangible assets per security
Net tangible assets per security (cents per security)
2019
(1.05)
2018
(0.72)
Section B: Commentary on results
Commentary for the financial results of the twelve months ended 30 June 2019, can be found on pages 4 to 5 of
the 30 June 2019 financial report.
Additional Information
The 30 June 2019 financial statements and accompanying notes for FarmaForce have been audited and are not
subject to any disputes or qualifications. Refer to page 59 of the 30 June 2019 financial report for a copy of the
of the auditor’s report.
Additional Appendix 4E requirements can be found on the 30 June 2019 financial report.
For personal use only FarmaForce Limited
(ACN: 167 748 843)
Contents
Corporate Directory
Chair’s Report
Operating and Financial Review
Directors’ Report
Remuneration Report Audited
Corporate Governance Statement
Lead Auditor’s Independent Declaration
Financial Statements
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
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59
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For personal use only CORPORATE DIRECTORY
ACN
167 748 843
Directors
George Elias, Chair
Dr George Syrmalis
Con Tsigounis
Harry Simeonidis, General Manager
Company secretary
Gerardo Incollingo
General manager
Harry Simeonidis
Registered office
Level 9, 85 Castlereagh Street
Sydney, NSW 2000
Principal place of business
Level 9, 85 Castlereagh Street
Sydney, NSW 2000
Share register
Boardroom Pty Limited
Level 12, 225 George Street
Sydney NSW 2000
Auditors
BDO East Coast Partnership
Level 11, 1 Margaret Street
Sydney NSW 2000
Stock exchange listings
FarmaForce Limited shares are listed on the ASX Limited (ASX: FFC).
Website address
www.farmaforce.com.au
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FARMAFORCE LIMITED
CHAIR’S REPORT
CHAIR’S REPORT
On behalf of the board of directors, we are pleased to present the operational and financial review for
FarmaForce Limited for the year ending 30 June 2019.
This year has seen the company consolidate its position in the market and the results for this financial
year have delighted the Board. Revenue growth over the last 12 months has been exceptional, with an
increase of 65% compared to FY 2018. The loss for the year has increased to $690,174 (loss 2018: $
482,828), as the company continue to invest in building additional teams with the objective of increasing
the revenue of The Company when these teams are being utilised at full capacity. We have entered into
more contracts with new and existing customers and we expect continued revenue growth as a result.
The revenue in the current year increased to $11,711,534, an increase of 65% compared to 2018. The GM
for the year was 22% compared to 37% in the prior year, this is largely driven by initial cost of setting new
teams, when these teams are being fully utilised, the GM% is expected to increase.
I congratulate our General Manager Harry Simeonidis and his team on achieving these excellent results and
would like to reiterate that our leadership team is committed to continuing to build the FarmaForce
business and to strive to add value to our clients, shareholders and employees. I also extend sincere thanks
to our shareholders for their patience and support as we implement our strategies to grow the company
and move towards profitability.
2019 FINANCIAL REPORT
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OPERATING AND FINANCIAL REVIEW
The Operating and Financial Review (“OFR”) is
provided to assist shareholders’ understanding of
the performance of FarmaForce Limited
(“FarmaForce” or the “Company”) and the factors
underlying the Company’s results and financial
position for the period 1 July 2018 to 30 June
2019.
Detail that could give rise to likely material
detriment to the company (for example,
information that is commercially sensitive, is
confidential or could give a third-party commercial
advantage) has not been included.
SUMMARY OF FINANCIAL RESULTS
•
Increased market share
• Revenue increase of 65%
$A millions
FY 2019
FY 2018
Change
Revenue
Gross profit
Loss after tax
Cash from/(used) in
operations
11.71
2.62
(0.69)
(1.11)
7.10
2.61
(0.48)
0.3
4.61
(0.01)
(0.21)
(1.41)
During the year, FarmaForce continued to grow
revenues by securing new contracts and clients
and executing sales contracts.
Revenue
15.0
10.0
5.0
0.0
FY 2019
FY 2018
FY20 17
The growth in market share has resulted in a 65%
increase
in the past year and a
cumulative revenue increase of 193% over the past
two-year period.
in revenue
With the accelerated growth of the Australian
population and the continuous growth of the
ageing population, we expect the healthcare
market to continue to expand over the next five
years.
FARMAFORCE LIMITED
OPERATING AND FINANCIAL REVIEW
OPERATING HIGHLIGHTS
• Winner of the ‘Best Health and Pharma Contract
Sales Organisation - Australia’ in the 2019 Global
Health and Pharma (ghp) Awards
• Nomination for the 2019 ‘Sales Team Award’ in
the 15th Annual PRIME Awards
•
Increased market share and overall revenue due
to investment in Business Development
DEMAND OF OUTSOURCED SALES SOLUTIONS
INCREASES
of
the
global
healthcare
With
increase
expenditures, the pharmaceutical
industry has
grown significantly and has become more dynamic.
The continued demand for new medications to
address unmet clinical needs has given the industry
a consequential boost.
costs associated with
In parallel, pharmaceutical company profits are
declining due to the expiration of patents and the
high
research and
development, and drug approval processes. These
factors have forced leading pharmaceutical players
to consider outsourcing in-house processes with
high overhead costs, such as sales, to focus on core
business operations, such as
research and
development, patent filing and more.
Because of this, companies globally are investing in
the expertise of pharmaceutical contract sales
organisations (CSOs) as an effective way to boost
sales without impacting their bottom line, and this
trend is likely to increase in the coming years. To
keep up with the rapid growth of the healthcare
the
industry,
pharmaceutical sector are realising the need to
expand their geographical outreach, which will
further escalate the expansion of the global
pharmaceutical CSO market.
businesses
operating
in
add
issues
pressure
Additionally, there are a multitude of regional
regulatory
to
that
pharmaceutical manufacturers to reduce costs for
this presents even more
customers, and
opportunities for pharmaceutical CSOs to add
value. Pharmaceutical
companies are now
outsourcing some of these processes to cut
unwanted expenses, engaging pharmaceutical
CSOs to alleviate this pressure with additional
regulatory and medical affairs services. Further to
2019 FINANCIAL REPORT
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FARMAFORCE LIMITED
OPERATING AND FINANCIAL REVIEW (CONTINUED)
this, digital solutions such as cloud computing, tele-
detailing and e-commerce are already bringing in
positive changes to the healthcare industry, which
we are seeing trickling into a heightened demand
for
from
expanded
pharmaceutical CSOs.
offering
service
an
More than ever, pharmaceutical companies of all
sizes are banking on CSOs such as FarmaForce to
improve and
innovate their businesses, boost
product sales across the board, and increase their
trend presents
market
tremendous growth opportunities for FarmaForce.
share. This global
About FarmaForce
FarmaForce is a specialist Contract Sales
Organisation (CSO) offering innovative sales
solutions to the Australian pharmaceutical
industry, through the provision of a broad and
unique range of sales force solutions.
FarmaForce provides a bespoke results-based
solution to every client and is the only
pharmaceutical CSO to be nominated as “best
sales team”.
About The iQ Group Global
The IQ Group Global provides a turnkey solution
for life science companies, spanning corporate
advisory and investment banking, through to
research, development, commercialization and
sales.
The Group facilitates an end-to-end solution along
the drug lifecycle to create the medicines of
tomorrow.
2019 FINANCIAL REPORT
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FARMAFORCE LIMITED
DIRECTORS’ REPORT
Diagnosis and Therapy SA, Bionuclear Research and
Development SA, and Vitalcheck SA.
Dr Syrmalis is currently the Chair and Executive
Director of iQNovate Ltd, and Executive Director of
iQX Limited. Both companies are listed on the
National Stock Exchange of Australia.
Con Tsigounis
Non-Executive Director
Appointed: 22 June 2015
Member of the Australian Institute of Company
Directors.
Con has over 22 years’ experience in business and
investor relations, specifically in the wholesale and
retail sectors. As a member of the Board of
iQNovate Ltd since its inception, Con has been
responsible for executing that company’s investor
relations and capital raising strategy. His experience
in shareholder relationship management gives him
the necessary skillset to assist the Company attain
its corporate objectives.
Con serves as a member of the Audit and Risk
Committee and the Remuneration and Nomination
Committee of FarmaForce Limited.
Harry Simeonidis
Executive Director and General Manager
Appointed: 14 August 2017
Member of the Australian Institute of Company
Directors
Harry has more than 27 years’ experience in the
healthcare industry in Australia and Asia. Prior to
joining FarmaForce, he was the Chief Executive
Officer of GE Healthcare Australia for over nine
years and Director of GE Healthcare Pty Ltd and
other related GE Healthcare legal entities.
Harry has demonstrated success in driving strategy
and transformation to deliver value for
stakeholders.
Harry serves as a member of the Audit and Risk
Committee and the Remuneration and Nomination
Committee of FarmaForce Limited.
DIRECTORS’ REPORT
The Directors present their report together with the
financial statements of FarmaForce Limited
(“FarmaForce” or the “Company”) as at and for the
year ended 30 June 2019.
DIRECTORS
The names of Directors who held office of the
Company at any time during the financial year and
at the date of this report, together with information
on their qualifications, experience, special
responsibilities, other listed company directorships
and other details, are as follows.
George Elias
Independent Non-Executive Chair
Appointed: 2 April 2015
Bachelor of Commerce (University of New South
Wales), Diploma of Financial Planning (Dip. FP),
Member CPA Australia, Certified Financial Planner
member of the Financial Planning Association of
Australia, Graduate member of the Australian
Institute of Company Directors.
George has over 31 years’ experience in providing
accounting and business advisory services. During
this period, he has been involved in providing
taxation and business advice to small and medium
sized enterprises, including business structuring,
cash flow forecasting, taxation and superannuation
structure support and advice.
George is currently the principal at Elias Financial
Services and has been providing financial and
accounting advice as principal since July 1991. His
business and financial acumen, coupled with his
experience in dealing with necessary skills to chair
the Board, provides strategic leadership to face any
challenges that may arise.
George serves as a member of the Audit and Risk
Committee and the Remuneration and Nomination
Committee of FarmaForce Limited.
Dr George Syrmalis
Executive Director and Group CEO
Appointed: 24 November 2015
Trained in Nuclear Medicine-Radiation Immunology.
Dr Syrmalis founded and led as CEO and the Chair,
the Bionuclear Group SA, (1995-2005) incorporating
Antisoma SA, Bionuclear Institute of
2019 FINANCIAL REPORT
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DIRECTORS’ REPORT(CONTINUED)
SIGNIFICANT EVENTS AFTER THE BALANCE
DATE
There have been no significant events occurring
after the balance date which may affect the
Company’s operations or results of those operations
or the Company’s state of affairs.
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS OF OPERATIONS
Disclosure of the information regarding likely
developments in the operation of the Company in
the future years and the expected result of those
operations is likely to result in unreasonable
prejudice to the Company (e.g. because of the
information is premature, commercially sensitive or
confidential or could give a third party a commercial
advantage).
Accordingly, this information has not been disclosed
in this report. The omitted information relates to
Company’s internal budgets, forecasts and
estimates.
ENVIRONMENTAL REGULATION
The Directors recognise the importance of
environmental and workplace health and safety
issues. The Directors are committed to compliance
with all relevant laws and regulations to ensure the
protection of the environment, the community and
the health and safety of employees.
The operations of the Company are not subject to
any particular and significant environmental
regulation under the laws of the Commonwealth of
Australia or any of its states or territories.
Based on results of enquiries made, the Board is not
aware of any significant breaches of environmental
regulations during the period covered by this report.
ROUNDING OF AMOUNTS
The amounts in the interim financial statements
have been rounded off to the nearest dollar in
accordance with ASIC Corporation Instrument
2016/191, unless otherwise stated.
COMPANY SECRETARY
Gerardo Incollingo
Company Secretory
Appointed : 22 August 2016
Bachelor of Commerce (University of Wollongong),
Member CPA Australia
Gerardo has more than 20 years of experience in
managing the financial affairs of the diverse client
base with key focus on day to day contact
management of the business to help grow the
profitability and strength of his clients going forward
was appointed. He is managing director at LCI
partners an established multinational accounting,
finance and legal firm.
Gerardo is company Secretory of iQ3 Corp Limited,
iQX Limited and iQNovate Limited.
PRINCIPAL ACTIVITIES
During the year the principal activity of FarmaForce
Limited was the provision of services as a contract
sales organisation.
DIVIDENDS
No dividends have been paid or declared since the
end of the previous financial year, nor do the
directors recommend the declaration of a dividend.
REVIEW OF OPERATIONS
Information on the operations and financial position
of FarmaForce and its business strategies and
prospects are set out in the operating and financial
review (“OFR”) on page 4.
Information in the OFR is provided to enable
shareholders to make an informed assessment
about the Company’s strategies and prospects for
future financial years. Detail that could give rise to
likely material detriment to the Company (for
example, information that is commercially sensitive,
is confidential or could give a third-party
commercial advantage) has not been included.
SIGNIFICANT CHANGES IN THE STATE OF
AFFAIRS
There have been no significant changes in the state
of affairs of the Company during the financial year.
2019 FINANCIAL REPORT
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DIRECTORS’ REPORT (CONTINUED)
MEETINGS OF DIRECTORS
The number of Directors meetings held (including meetings of committees of the Board) and number of
meetings attended by each of the Directors of the Company during the financial year are set out in the table
below.
Director
George Elias
Dr George Syrmalis
Con Tsigounis
Harry Simeonidis
Full meetings
of directors
A
4
4
4
4
B
4
4
4
4
Meetings of committees
Audit & Risk
Management1
B
1
A
1
-
1
1
-
1
1
Remuneration
& Nomination
A
1
-
1
1
B
1
-
1
1
A – Eligible to attend
B – Attended
1 The Audit & Risk Management Committee is comprised of three members, being Mr Elias, Mr Tsigounis and
Mr Simeonidis.
REMUNERATION REPORT
The Remuneration Report is set out on pages 10 to 16 and forms part of the Directors’ Report for the year
ended 30 June 2019.
DIRECTORS INTERESTS
The relevant interests of each Director in the equity of the Company at the date of this report are set out in
the following table.
Director
George Elias
Dr George Syrmalis
Con Tsigounis
Harry Simeonidis
Number of
Ordinary
Shares
Number of
Options over
Ordinary
Shares1
Number of additional
Ordinary Shares
subject to escrow
1,025,000
10,000
74,414
-
-
-
-
-
-
-
-
-
1 The Loyalty options were issued on the 23 October 2015, exercisable at 20 cents. These expired on 23
October 2018. None of the directors exercised those options during FY 2019.
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FARMAFORCE LIMITED
DIRECTORS’ REPORT(CONTINUED)
INDEMNIFICATION AND INSURANCE OF
DIRECTORS AND OFFICERS
The Company has, during the financial year, paid
an insurance premium in respect of an insurance
policy for the benefit of the Company and those
named and referred to above including the
directors, company secretaries, officers and
certain employees of the Company and related
bodies corporate as defined in the insurance
policy. The insurance is appropriate pursuant to
section 199B of the Corporates Act 2001.
In accordance with commercial practice, the
insurance policy prohibits disclosure of the terms
of the policy, including the nature of the liability
insured against and the amount of the premium.
No proceedings have been brought or intervened
in on behalf of the company with leave of the
Court under section 237 of the Corporations Act
2001.
NON-AUDIT SERVICES
There were no non-audit services provided by
the entity's auditor BDO East Coast Partnership
(and the predecessor, RSM Australia Partners)
during the year ended 30 June 2019.
Details of the amounts paid to the auditor of the
Company, BDO East Coast Partnership and its
network firms for audit services provided during
the year ended 30 June 2019 are disclosed in note
23 of the Company’s financial statements.
INDEMNIFICATION OF AUDITORS
AUDITOR INDEPENDENCE
The auditor’s independence declaration is set out
on page 28 and forms part of the Directors’ Report
for the year ended 30 June 2019.
ROUNDING OF AMOUNTS
The amounts in the Company’s financial
statements have been rounded off to the nearest
dollar in accordance with ASIC Corporation
Instrument 2016/191.
The Directors’ Report is signed in accordance with
a resolution of the Directors.
Harry Simeonidis
General Manager
Sydney
30 August 2019
The Company has not, during or since the end of
the financial year ended 30 June 2019,
indemnified or agreed to indemnify the auditor of
the Company or any related entity against a
liability incurred by the auditor. During the
financial year, the Company has not paid a
premium in respect of a contract to insure the
auditor of the Company or any related entity.
CHANGE OF AUDITOR
During the year the Company received approval
from the Australian Securities and Investments
Commission (ASIC) to change its auditors. BDO
East Coast Partnership have been appointed by
the Board of Directors as the auditor. In
accordance with section 327C of the Corporations
Act 2001, a resolution will be placed to ratify the
appointment of BDO East Coast Partnership as the
Company’s auditor.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the court under section
237 of the Corporations Act 2001 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.
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FARMAFORCE LIMITED
REMUNERATION REPORT (CONTINED)
REMUNERATION REPORT(AUDITED)
This remuneration report outlines the remuneration arrangements for Non-Executive Directors, Executive
Directors and other Key Management Personnel (“KMP”) of the Company for the financial year ended 30 June
2019.
The information in this report has been audited as required by section 308(3C) of the Corporations Act 2001.
The report is presented under the following sections:
1.
2.
3.
4.
5.
Key management personnel (KMP) covered in this report
Remuneration governance
Executive KMP remuneration arrangements
A.
Remuneration principles and strategy
B. Detail of incentive plans
Executive KMP remuneration outcomes (including link to performance)
Executive KMP contractual arrangements
6. Non-executive director arrangements
7. Additional disclosures relating to options and shares
1. KEY MANAGEMENT PERSONNEL
The table below outlines the KMP at any time during the financial year, unless otherwise indicated, they were
KMP for the entire year.
Name
Position
Non-Executive Directors
George Elias
Con Tsigounis
Non-Executive Director and Chair
Non-Executive Director
Executive Directors
Dr George Syrmalis
Executive Director and Group CEO
Harry Simeonidis
Executive Director and General
Manager
Term as KMP
Entire year
Entire year
Entire year
Entire year
2. REMUNERATION GOVERNANCE
The Board has established a remuneration and nomination committee (“RNC”) which is currently comprised of
the following members:
Committee member
George Elias
Con Tsigounis
Harry Simeonidis
Chair of RNC
Member
Member
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FARMAFORCE LIMITED
REMUNERATION REPORT (CONTINED)
2. REMUNERATION GOVERNANCE (CONTINUED)
The key responsibility of the RNC is to assist the Board in its oversight of:
•
•
•
the remuneration framework and policy for executive and employee reward;
the determination of appropriate executive reward, including advice on structure, quantum and mix;
the determination of achievement of performance measures included in any variable remuneration plan;
• compliance with applicable legal and regulatory requirements; and
• board size, composition and succession planning.
A full charter outlining the RNC’s responsibilities is available at: www.farmaforce.com.au/corporate-
governance/.
3. EXECUTIVE KMP REMUNERATION ARRANGEMENTS
A. Remuneration principles and strategy
In FY 2019 the executive remuneration framework consisted of fixed remuneration and short and long-term
incentives as outlined below. The Company aims to reward executives with a level and mix of remuneration
appropriate to their position, responsibilities and performance within the Company and aligned with market
practice. Remuneration levels are considered annually through a remuneration review which considers market
data and the performance of the Company and individual.
B. Detail of incentive plans
Short-term incentive (STI)
The Company operates an annual STI program available to executives and awards a cash incentive subject to the
attainment of clearly defined key performance measures.
A summary of the Executive STI plan in effect during FY 2019 is provided below:
Who participates?
Harry Simeonidis
How is STI delivered?
Cash
What is the STI opportunity?
Up to 20% of base salary
What are the performance conditions
for FY 2019?
How is performance assessed?
Individual performance goals against annual plans (50%)
company’s year-on-year revenue growth and operating profit
(50%)
On an annual basis, after consideration of performance against
key performance indicators (KPI).
Employee benefit plan (EBP)
EBP grants are made annually to executives in order to align remuneration with the creation of shareholder
value over the long-term.
The following table explains the key features of the EBP awards offered to executives during FY 2019.
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FARMAFORCE LIMITED
REMUNERATION REPORT (CONTINED)
3. EXECUTIVE KMP REMUNERATION ARRANGEMENTS (CONTINUED)
Who participates?
All employees of the Company.
How is LTI delivered?
Entitlement to shares and performance rights.
What are the performance conditions for the
FY 2019 grant?
How is performance assessed?
When does the award vest?
Individual performance goals against annual plans.
At the end of the relevant performance period, the Company will
determine whether and to what extent the participant has
satisfied the applicable performance criteria.
Awards vest after a total of three years' continual service following
achievement of the applicable performance criteria.
How are grants treated on termination?
The participant must be a current employee at vesting date in
order to be entitled to shares.
How are grants treated if a change of control
occurs?
If a takeover bid or other offer is made to acquire some or all of
the issued shares of the Company, participants will generally be
entitled to request that all performance rights vest immediately,
regardless of whether the relevant performance conditions have
been satisfied.
Do participants receive distributions or
dividends on unvested EBP grants?
Participants do not receive distributions or dividends on unvested
EBP grants.
No LTI was due for testing in FY 2019 as no service periods had yet been met.
4. EXECUTIVE KMP REMUNERATION OUTCOMES FOR 2019
Company performance and its link to STI
Key performance Indicators (KPIs) are set annually, with a certain level of consultation with KMP. The
measures are specifically tailored to the area each individual is involved in and has a level of control over. The
KPI’s target areas the Company believes hold greater potential for Company expansion and profit, covering
financial and non-financial as well as short-term and long-term goals. The level set for each KPI is based on
budgeted figures for the Company and respective industry standards.
The table below provides a summary of the Company’s performance in FY 2019. The information below is
taken into account by the board when setting and determining short-term and long-term remuneration for
KMP.
Short-term incentive payments or EBP awards were made in the period to 30 June 2019 (see table below for
details). Short-term incentive payments or EBP awards were made in the period 30 June 2018 (see table below
for details).
Share performance
Earning performance A$ millions
Closing share
price at 30
June 2019
Dividend per
share
EPS
Revenue
Loss after tax
Period
FY 2019
FY 2018
FY 2017
2019 FINANCIAL REPORT
$0.15
$0.10
$0.10
NIL
NIL
NIL
($0.54)
($0.38)
($1.81)
$11.7
$7.1
$4.0
($0.7)
($0.5)
($2.3)
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FARMAFORCE LIMITED
REMUNERATION REPORT (CONTINED)
4. EXECUTIVE KMP REMUNERATION OUTCOMES FOR 2019 (CONTINUED)
Executive KMP remuneration disclosure for the year ended 30 June 2019
The following table of executive KMP remuneration has been prepared in accordance with accounting standards
and the Corporations Act 2001 requirements, for the period 1 July 2018 to 30 June 2019.
KMP
Short Term
Name
Year Base
salary
Cash
bonus
Other1
Non-
cash
benefit
Post
employ-
ment
Super-
annuation
Share based
payments
Total
Shares Total
Perfor-
mance
right
Harry
Simeonidis
George
Syrmalis
Total
executive
KMP
2019 268,345 48,790
3,000
86,886
2018 258,567 18,647
2019
2018
-
-
-
-
-
-
-
22,831
45,662
22,831
2019 268,345 48,790
3,000
132,548
2018 258,567 18,647
-
45,662
26,320
26,692
4,338
2,169
30,658
28,861
5,000
5,000
-
-
5,000
5,000
- 438,341
- 331,737
-
-
50,000
25,000
- 488,341
- 356,737
1 This includes car allowance, directors fee and FBT.
5. EXECUTIVE KMP CONTRACTUAL ARRANGEMENTS
Perfor-
mance
related
%
11%
6%
-
-
11%
6%
Remuneration arrangements for executive KMP are formalised in employment agreements. The key terms and
conditions of executive employment agreements for the year ended 30 June 2019 are outlined in the table
below.
Dr George Syrmalis is the Company’s Chief Executive Officer and is employed by the Company’s parent entity
iQNovate Ltd. Dr George Syrmalis does not have an employment agreement with FarmaForce Limited in his
capacity as Group CEO.
Executive
Position
Effective
date
Fixed annual
remuner-
ation1
Term
Executive
notice
period
Company
notice
period2
Termination
payment
Harry
Simeonidis
General
Manager
1 January
2019
$337,743
Ongoing 3 months
3 months
Subject to the
termination benefits
cap under the
Corporations Act
1 Fixed Annual Remuneration includes base salary ($292,740 gross salary), plus superannuation contributions in accordance
with Superannuation Guarantee legislation, plus $24,000 car allowance.
2 The Company may terminate employment immediately and without notice in certain circumstances, including where the
executive has committed a serious or persistent breach of their employment agreement or where the executive has been
dishonest or fraudulent in the course of performing their duties.
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FARMAFORCE LIMITED
REMUNERATION REPORT (CONTINED)
6. NON-EXECUTIVE DIRECTOR ARRANGEMENTS
Determination of fees and maximum aggregate NED fee pool
The Constitution of the Company provides that non-executive directors, other than a Managing Director or an
Executive Director, are entitled to director’s fees as determined by the Directors, but not exceeding in aggregate
for any financial year, the maximum sum that is from time to time approved by the Company in General Meeting.
At the date of this report this maximum sum is $300,000 (inclusive of superannuation).
Fee policy
NED fees consist of base fees and committee fees. The payment of committee fees recognises the additional
time commitment required by NEDs who serve on board committees. Directors who also chair the Audit and
Risk Management Committee shall be entitled to an additional fee of $5,000 (including superannuation) per
annum. The chair of the board attends all committee meetings but does not receive any additional committee
fees in addition to base fees.
NEDs may be reimbursed for expenses reasonably incurred in attending to the Company’s affairs. NEDs do not
receive retirement benefits, nor do they participate in any incentive programs.
Statutory remuneration table for FY 2019
The table below sets out the elements of NED fees and other benefits provided during 2019.
Fees applicable for 2019
Board
Chair
$45,000
Audit and Risk Management Committee
$5,000
Remuneration and Nomination Committee Nil
Non-Exec directors
$50,000
Nil
Nil
Superannuation
Other
Included in above amounts.
Reimbursement of travel and other expenses necessarily
incurred in exercising their duties.
Non-executive remuneration disclosure for the year ended 30 June 2019
The following table of non-executive remuneration has been prepared in accordance with accounting standards
and the Corporations Act 2001 requirements, for the period 1 July 2018 to 30 June 2019. All amounts are in AUD.
NED
George Elias
Con Tsigounis
Stamatia Tolias
(resigned 14 August
2017)
Total NED
Year
2019
2018
2019
2018
2019
2018
2019
2018
Board and
Committee
fees
41,096
39,954
45,662
22,831
-
2,917
86,758
65,702
Non-cash
benefits
Super-
annuation
Total Performance
Related %
-
-
-
-
-
-
-
-
3,904
3,796
4,338
2,169
-
-
8,242
5,965
45,000
43,750
50,000
25,000
-
2,917
95,000
71,667
-
-
-
-
-
-
-
-
Dr George Syrmalis is employed by the parent entity of FarmaForce, iQNovate limited (“iQN”), in the capacity of
Group CEO. Dr George Syrmalis does not receive remuneration of any kind from FarmaForce Limited in his
capacity as the iQN Group CEO.
Con Tsigounis is employed by the parent entity of FarmaForce, being iQNovate Limited.
2019 FINANCIAL REPORT
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FARMAFORCE LIMITED
REMUNERATION REPORT (CONTINED)
7. ADDITIONAL DISCLOSURES RELATING TO OPTIONS AND SHARES
Movements in Equity Holdings of KMP
The following table sets out the movement during the reporting period in the number of ordinary shares in
FarmaForce Ltd held directly, indirectly, or beneficially by KMP including their related parties.
KMP
Held at 1
July 2018
Granted as
remuneration
Received
on vesting
of rights
Net change
other^
Forfeited Held at 30
June 2019
Non-executive Directors
George Elias
Con Tsigounis
Executive
Directors
838,159
74,414
Dr George Syrmalis
10,000
Harry Simeonidis
Total KMP
-
922,573
^ On-market purchase of fully paid ordinary shares.
Movements in Options Holdings of KMP
-
-
-
-
-
-
-
-
-
-
186,841
-
-
-
186,841
-
-
-
-
-
1,025,000
74,414
10,000
-
1,109,414
The following table sets out the movement during the reporting period in the number of pre-IPO Options in
FarmaForce Ltd, held directly, indirectly, or beneficially by KMP including their related parties.
KMP
Held at 1
July 2018
No. granted as
remuneration
No.
vested
No.
cancelled
No.
forfeited
Held at 30
June 2019
Non-executive Directors
George Elias
Con Tsigounis
Executive Directors
Dr George Syrmalis
Harry Simeonidis
125,000
-
-
-
Total KMP
125,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(125,000)
-
-
-
(125,000)
-
-
-
-
-
The Loyalty options were issued on the 23 October 2015, exercisable at 20 cents and expired on 23 October
2018. None of the KMP exercised loyalty options during FY 2019.
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FARMAFORCE LIMITED
REMUNERATION REPORT (CONTINED)
7. ADDITIONAL DISCLOSURES RELATING TO OPTIONS AND SHARES (CONTINUED)
Performance rights table
Executive Directors
Harry Simeonidis
Harry Simeonidis
Remuneration
type
Grant
date
Grant
Value
% Vested
Expiry date
for vesting
or payment
Shares
27/3/18
Shares
27/3/19
5,000
5,000
-
-
26/3/21
26/3/22
All grants are in accordance with the Employee Share Scheme (ESS). Each Performance Right confers the
entitlement to a fully-paid ordinary share after three (3) further years of employment after the first anniversary.
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FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of FarmaForce Limited (FarmaForce) is responsible for the corporate governance of FarmaForce. The Board guides and monitors the
business of FarmaForce on behalf of its shareholders.
FarmaForce and its Board of Directors (Board) continue to be fully committed to achieving and demonstrating the highest standards of accountability and
transparency in their reporting and see the continued development of FarmaForce’s corporate governance policies and practices as fundamental to its successful
growth.
The Board has included in its corporate governance policies those matters contained in the ASX Limited Corporate Governance Council’s Corporate Governance
Principles and Recommendations 3rd Edition (ASX Recommendations) where applicable. However, the Board also recognises that full adoption of the ASX
Recommendations may not be practical or provide the optimal result given the particular circumstances of FarmaForce.
This corporate governance statement is effective as at 30 August 2019. It has been approved by the Board and outlines FarmaForce’s corporate governance
policies and practices that it has adopted.
ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Principle 1: Lay solid foundations for management and oversight
Comment by FarmaForce
A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.
Recommendation 1.1
A listed entity should disclose:
a)
b)
the respective roles and responsibilities of its board and
management; and
those matters expressly reserved to the board and those
delegated to management.
Yes
The Board has adopted a Board Charter which clearly sets out the way FarmaForce is governed and
articulates the division of responsibilities between the Board and the Executive Team.
The Board is responsible for the overall operation and stewardship of FarmaForce and, in particular, is
responsible for the long-term growth and profitability of FarmaForce. The Board Charter was most recently
reviewed and amended in July 2015 and may be reviewed by the Board as required. A copy of the Board
Charter is available at https://farmaforce.com.au/corporate-governance/
The Board has established two Committees. They are:
•
•
the Audit and Risk Committee (A&R Committee); and
the Remuneration and Nomination Committee (R&N Committee).
Delegation to the Executive Team
The Board has delegated to the Executive Team responsibility for implementing FarmaForce’s strategic
direction and for the general and overall management of FarmaForce.
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FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Comment by FarmaForce
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(b) provide security holders with all material information in
its possession relevant to a decision on whether or not
to elect or re-elect a director.
Recommendation 1.3
A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.
Yes
Prior to appointing a Director or putting forward a new candidate for election, appropriate screening
checks are undertaken as to the person’s criminal history and bankruptcy history.
When presenting a Director for re-election, FarmaForce provides shareholders with all material
information in FarmaForce’s possession relevant to a decision whether or not to elect or re-elect a Director
– this includes their qualifications, work experience, and years of experience.
Yes
New Directors consent to act as a Director and receive a formal letter of appointment which sets out their
duties and responsibilities, rights, remuneration, entitlements and other terms of their appointment.
Each Executive is employed under a Service Agreement which sets out the terms upon which they are
employed including details such as duties and responsibilities, rights, term of employment and
remuneration (Service Agreement). Each Service Agreement also sets out the circumstances in which the
employment of the Executive may be terminated by either FarmaForce or the Executive, including details
of the notice periods required to be given by either party, and the amounts payable to the Executive in lieu
of notice where applicable.
Recommendation 1.4
listed entity should be
The company secretary of a
accountable directly to the board, through the chair, on all
matters to do with the proper functioning of the board.
Yes
The Company Secretary is responsible for the operation and management of FarmaForce’s secretariat
function. The Company Secretary reports to the Chairman (on behalf of the Board) with respect to the
proper functioning of the Board. Each member of the Board has access to the Company Secretary. The
appointment and removal of the Company Secretary is determined by the Board.
Recommendation 1.5
A listed entity should:
(a) have a diversity policy which includes requirements for
the board or a relevant committee of the board to set
measurable objectives for achieving gender diversity and
to assess annually both the objectives and the entity’s
progress in achieving them;
(b) disclose that policy or a summary of it
(c) disclose at the end of each reporting period the
measurable objectives for achieving gender diversity set
by the board or a relevant committee of the board in
accordance with the entity’s diversity policy and its
No – Refer
Comments
FarmaForce’s Diversity Policy describes FarmaForce’s approach to diversity and inclusion and how these
attributes are to be embedded in FarmaForce’s culture.
FarmaForce is an equal opportunity employer, which employs and promotes on the basis of merit.
FarmaForce’s Diversity Policy extends beyond gender and recognises the value contributed to the
organisation by employing people with varying skills, cultural backgrounds, gender, ethnicity and
experience. FarmaForce believes its diverse workforce is the key to its continued growth, improved
productivity and performance. FarmaForce does not have measurable objectives in place and does not
comply with Recommendation 1.5. However, the Board feels that through being an equal opportunity
employer, which employs and promotes on the basis of merit, FarmaForce is already achieving gender
diversity within the organisation as reflected in the following table:
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FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
progress towards achieving them, and either:
(i)
the respective proportions of men and women on
the board, in senior executive positions and across
the whole organisation (including how the entity has
defined “senior executive” for these purposes); or
(ii)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in
and published under that Act.
Comment by FarmaForce
Proportion of Women
Whole organisation
(exc. board)
Sales team
Management
Other
Senior executives
Board
45%
43%
73%
0%
0%
0%
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating
the performance of the board, its committees and
individual directors; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating
the performance of its senior executives; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
FarmaForce’s Diversity Policy is published on FarmaForce’s website at:
https://farmaforce.com.au/corporate-governance/
Yes
Evaluation of Board and Individual Directors
As stated in the Board Charter and the Remuneration and Nomination Committee Charter, the Committee
has developed a process for periodically evaluating the performance of the Board and its Committees.
FarmaForce’s policies provide for the Board to regularly review its own performance and the performance
of individual Directors.
An independent review of the performance of the Board may be conducted from time to time.
As at the end of the reporting period, FarmaForce has not conducted a performance evaluation in relation
to the reporting period. The Board conducts a performance evaluation annually.
Yes
The performance of Senior Executives is reviewed against specific measurable and qualitative indicators
set out in the relevant Executive’s Service Agreement, which may include:
Financial measure of FarmaForce’s performance;
Achievement of strategic objectives; and
Achievement of key operational targets.
During the reporting period, performance evaluations of the Senior Executives were undertaken by
FarmaForce in accordance with these processes.
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FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Principle 2: Structure the board to add value
Comment by FarmaForce
A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.
Recommendation 2.1
The board of a listed entity should:
(a) have a nomination committee which:
No – Refer
Comments
The Board has established a Remunerations and Nomination Committee. The Committee is currently
comprised of Mr George Elias (independent Director), Mr Con Tsigounis (non-executive Director) and Mr
Harry Simeonidis (executive Director) (R&N Committee). Mr Elias is the Chairman of the R&N Committee
and is considered by the Board to be an independent Director.
has at least three members, a majority of whom are
(i)
independent directors; and
is chaired by an independent director,
and disclose:
(ii)
the charter of the committee
the members of the committee
(iii)
The R&N Committee does not currently have a majority of independent Directors and does not comply
with Recommendation 2.1. Given the size of FarmaForce, however, the Board is confident that the R&N
Committee has the breadth of experience necessary to effectively meet all the requirements under the
Charter.
The R&N Committee has adopted a formal Charter that is available on FarmaForce’s website.
(iv)
(v)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
Recommendation 2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board
currently has or is looking to achieve in its membership.
No – Refer
Comments
FarmaForce seeks to maintain a Board of Directors with a broad range of commercial and other skills,
experiences and knowledge relevant to overseeing the business of a contract sales organisation.
Whilst the Board does not have a formal board skills matrix, and therefore does not comply with
Recommendation 2.2. The Board, however, does have regard to the existing skill sets of Directors when
considering new appointments.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, association or
Yes
FarmaForce considers a Director to be independent if that person is independent of management and free
of any business or other relationship that could materially interfere, or be perceived as interfering, with
the exercise of an unfettered and independent judgement in relation to matters concerning FarmaForce’s
business.
Mr George Elias is considered by the Board to be an independent member of the Board.
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ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Comment by FarmaForce
FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
relationship of the type described in Box 2.3 but the
board is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position, association or relationship in question and an
explanation of why the board is of that opinion; and
(c)
the length of service of each director.
Recommendation 2.4
A majority of the board of a
independent directors.
listed entity should be
No – Refer
Comments
Mr George Elias, 4 years and 4 months;
The length of service of each Director is as follows:
Mr Con Tsigounis, 4 years and 1 months;
Dr George Syrmalis, 3 year and 9 months;
Mr Harry Simeonidis, 2 years and 1 month.
The Board is comprised of four members (Mr George Elias, Mr Con Tsigounis, Dr George Syrmalis, and Mr
Harry Simeonidis) and has a majority of non-executive Directors. Mr Elias is considered by the Board to be
independent. Mr Tsigounis and Dr Syrmalis are nominee Directors of FarmaForce’s majority shareholder,
iQnovate Ltd, and are not considered independent. The fourth member, Mr Simeonidis, is FarmaForce’s
only executive Director.
Accordingly, FarmaForce does not have a majority of independent Directors and does not comply with
Recommendation 2.4. The Board, however, considers this to be an appropriate alternative to the
requirements for a majority of independent Directors considering the size and complexity of the business.
Recommendation 2.5
The chair of the board of a listed entity should be an
independent director and, in particular, should not be the
same person as the CEO of the entity.
Recommendation 2.6
A listed entity should have a program for inducting new
directors and provide appropriate professional development
opportunities for directors to develop and maintain the skills
and knowledge needed to perform their role as directors
effectively.
Principle 3: Act Ethically and responsibly
A listed entity should act ethically and responsibly.
Recommendation 3.1
A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
Yes
The Chairman of the Board is Mr George Elias, an independent, non-executive Director.
Yes
Yes
See Recommendation 2.3 for FarmaForce’s definition of an independent Director.
A new Director is offered an induction and training program about FarmaForce, its policies and charters
and Director’s roles and responsibilities. New Directors also have the opportunity to meet with key
management staff.
As part of its ongoing review of its own performance and skill set, the Board provided professional
development opportunities by updating Directors on skillsets required specific to the organisation.
The Board insists on the highest ethical standards from all officers and employees of FarmaForce and is
conscious to ensure appropriate corporate professional conduct at all times. As such, the Board has
adopted a Code of Conduct to provide a set of guiding principles which must be observed by all Directors,
senior executives and employees of FarmaForce.
A copy of the Code of Conduct is available on the FarmaForce website.
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ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
(b) disclose that code or a summary of it.
Principle 4: Safeguard integrity in corporate reporting
FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
Comment by FarmaForce
A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.
Recommendation 4.1
The board of a listed entity should:
a) have an audit committee which:
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(i)
is chaired by an independent director, who is not the
chair of the board,
(ii)
and disclose:
the charter of the committee;
(iii)
(iv)
(v)
the relevant qualifications and experience of the
members of the committee; and
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
No – Refer
Comments
The Board has established an Audit and Risk Committee (A&R Committee) to provide assistance to the
Board and has adopted a formal Charter for the A&R Committee. A copy of the A&R Committee’s Charter
is available on the FarmaForce website.
The A&R Committee comprises of Mr Elias (independent Director), Mr Tsigounis (non-executive Director)
and Mr Harry Simeonidis (executive Director). Mr Elias is the Chairman of the A&R Committee and is
considered by the Board to be an independent Director. Accordingly, the A&R Committee does not have a
majority of independent Directors and, therefore, does not comply with Recommendation 4.1. However,
the Board considers that the size of the A&R Committee is generally appropriate with regards to the size
and complexity of the business.
During the subsequent reporting period, the Board will consider whether it is necessary or appropriate to
make a further appointment to the A&R Committee.
The qualifications and experience of the members of the A&R Committee, the number of times the A&R
Committee has met and the respective member attendees during the reporting period are disclosed in the
Annual Report.
b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and
removal of the external auditor and the rotation of the
audit engagement partner.
Recommendation 4.2
The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive
from its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
Yes
Prior to the financial statements for a financial year being presented to the Board for their approval, and
in addition to the role of the A&R Committee in reviewing and reporting on the financial statements, the
CEO and CFO provide the Board with a declaration that, in their opinion, the financial records of
FarmaForce have been properly maintained in accordance with the Corporations Act and that the financial
statements comply with the appropriate accounting standards and give a true and fair view of the financial
position and performance of FarmaForce. Such opinion is formed on the basis of a sound system of risk
management and internal control which is operating effectively.
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ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Comment by FarmaForce
FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
is operating
management and
effectively.
internal control which
Recommendation 4.3
A listed entity that has an AGM should ensure that its external
auditor attends its AGM and is available to answer questions
from security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Yes
The Auditor is invited to attend each Annual General Meeting of FarmaForce to be available to answer
shareholder questions about the conduct of the audit and preparation and content of the Auditor’s Report.
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of
its securities.
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
Principle 6: Respect the rights of security holders
Yes
FarmaForce has adopted a Continuous Disclosure Policy to ensure that FarmaForce effectively discharges
its disclosure obligations in compliance with the Listing Rules in order to keep the market informed of
events and developments relating to FarmaForce and its affairs.
The FarmaForce Continuous Disclosure Policy is available on FarmaForce’s website.
A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
Recommendation 6.2
A listed entity should design and implement an investor
relations
two-way
program
communication with investors.
effective
facilitate
to
Yes
Yes
The FarmaForce website contains information about FarmaForce which may assist an investor in making
an informed decision about FarmaForce.
FarmaForce’s website includes information regarding its governance and relevant policies:
https://farmaforce.com.au/corporate-governance/
FarmaForce has established a formal Shareholder Communications Strategy and takes appropriate
measures to keep shareholders informed about its activities.
FarmaForce communicates with its shareholders through its annual report, disclosures to the ASX, at the
Annual General Meeting (AGM) and via FarmaForce’s website. In addition, shareholders have the
opportunity to elect to receive relevant documentation electronically from FarmaForce, via FarmaForce’s
Registry and can communicate with FarmaForce via email.
Through various means of communication, FarmaForce aims to provide shareholders with a clear and
balanced understanding of the aims and objectives of FarmaForce. Copies of all relevant corporate
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ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Comment by FarmaForce
FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
Recommendation 6.3
A listed entity should disclose the policies and processes it has
in place to facilitate and encourage participation at meetings
of security holders.
Yes
governance documents relating to FarmaForce can be found in the corporate governance section of
FarmaForce’s website.
All shareholders have the opportunity to attend the AGM and submit questions.
Shareholders are encouraged to attend and participate at general meetings. Accordingly, the Board will
ensure that meetings are held during normal business hours and at a location considered to be most
convenient for the greatest possible number of shareholders to attend. The full text of notices and
accompanying materials will be included on FarmaForce’s website. Information will be presented in a clear
and concise manner and designed to provide shareholders and the market with full and accurate
information.
At the AGM, the Chairman followed the process of addressing any relevant questions from shareholders.
In addition, FarmaForce ensured that FarmaForce’s Auditor attended the AGM or other meetings of
FarmaForce and shareholders were afforded the opportunity of asking FarmaForce’s Auditor questions
regarding the conduct and content of the audit.
Recommendation 6.4
A listed entity should give security holders the option to
receive communications from, and send communications to,
the entity and its security registry electronically.
Principle 7: Recognise and manage risk
Yes
FarmaForce encourages its shareholders to receive communications from it and its share registry
electronically, via the ASX platform and it’s website: http://www.iq3corp.com/corporate-governance/.
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
Recommendation 7.1
The board of a listed entity should:
a) have a committee or committees to oversee risk, each of
which:
has at least three members, a majority of whom are
(i)
independent directors; and
is chaired by an independent director,
and disclose
(ii)
the charter of the committee
the members of the committee; and
(iii)
as at the end of each reporting period, the number
(iv)
(v)
No – Refer
Comments
The Board has overall responsibility of ensuring that there is a sound system of risk management and
internal controls across the business. Due to the size of FarmaForce and scale of operations of its business,
FarmaForce does not have a separate Risk Committee, but rather a combined A&R Committee.
The Board has delegated responsibility for the identification, assessment and management of risks relating
to both FarmaForce’s internal and external controls of FarmaForce’s A&R Committee.
See item 4.1 for details of the composition of the Audit and Risk Committee.
The number of times the Committee has met and attendance by members during the reporting period is
disclosed in FarmaForce Annual Report.
The Board considers this to be an appropriate alternative to the requirements for a majority of
independent Directors on the A&R Committee considering the size and complexity of the business.
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ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Comment by FarmaForce
FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework
Recommendation 7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound;
and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
Recommendation 7.3
A listed entity should disclose:
a)
b)
if it has an internal audit function, how the function is
structured and what role it performs; or
if it does not have an internal audit function, that fact
and the processes it employs for evaluating and
continually improving the effectiveness of its risk
management and internal control processes.
Yes
The Board of FarmaForce retains overall responsibility of FarmaForce’s Risk Management framework with
the assistance of the A&R Committee. It understands that the management of risk is a continuous process
and an integral part of good business management and corporate governance. FarmaForce operates within
the services sector, and is therefore exposed to a range of risks, which include (but are not limited to)
market, operational, regulatory and reputational risks.
The A&R Committee is responsible for the co-ordination and continued improvement of the Risk
Management Framework. The Risk Management Framework has been designed to allow the Board to
oversee the risk management process with assistance from the A&R Committee and management. The
Board is responsible for setting FarmaForce’s risk appetite and ensures that it regularly reviews the risk
profile for the business.
During the reporting period the A&R Committee has considered and reported to the Board on a review of
FarmaForce’s Risk Management Framework. Both the A&R Committee and the Board is satisfied that the
Risk Management Framework in place in respect of FarmaForce is sound.
Yes
FarmaForce does not at this time have an internal audit function. At present FarmaForce has
comprehensive processes in place for evaluating and continually improving the effectiveness of its Risk
Management Framework and its internal Financial Control Process. See Recommendation 7.2 above for
further details.
The Board has overall responsibility for the Risk Management Framework including receiving regular
reports from the A&R Committee on the risk profile of FarmaForce. The A&R Committee provides
assistance to the Board to fulfil its oversight responsibility for risk management.
During the reporting period, the A&R Committee has considered and reported to the Board on a review of
FarmaForce’s Risk Management Framework. Both the A&R Committee and the Board are satisfied that the
Risk Management Framework in place in respect of FarmaForce is sound.
The Board receives an annual assurance from the Chief Executive Officer and the Chief Financial Officer
that the declaration provided in accordance with section 295A of the Corporations Act is founded on a
2019 FINANCIAL REPORT
25
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FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Comment by FarmaForce
Recommendation 7.4
A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage
those risks.
Principle 8: Remunerate fairly and responsibly
sound system of risk management and internal control and that the system is operating effectively in all
material respects in relation to financial reporting risks.
Yes
The Board does not believe that FarmaForce has any material exposure to economic, environmental and
social sustainability risk that it has not mitigated to the extent reasonably practicable.
The Board is responsible for managing the risks FarmaForce is subject to. See Recommendations 7.2 and
7.3 for further details on general risk management.
FarmaForce is exposed to ordinary business and economic risks in the ordinary course of business.
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high
quality senior executives and to align their interests with the creation of value for security holders.
Recommendation 8.1
The board of a listed entity should:
a) have a remuneration committee which:
has at least three members, a majority of whom
are independent directors; and
is chaired by an independent director,
(i)
and disclose
(ii)
the charter of the committee
the members of the committee; and
(iii)
(iv)
(v)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
b)
if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the
level and composition of remuneration for directors and
senior executives and ensuring that such remuneration is
appropriate and not excessive.
Recommendation 8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive
No – Refer
Comments
The Board has established a combined Remuneration and Nomination Committee (R&N Committee) to
assist and advise it on remuneration and recruitment policies and practices (refer to Recommendation 2.1).
The R&N Committee is comprised of Mr George Elias (independent Director), Mr Con Tsigounis (non-
executive Director) and Mr Harry Simeonidis (executive Director). Mr Elias is the Chair of the Committee
and is considered by the Board to be an independent Director. For the majority of the reporting period,
the Committee comprised three members. Accordingly, the R&N Committee does not have a majority of
independent Directors and, therefore, does not comply with Recommendation 8.1. The Board does,
however, consider this to be an appropriate alternative to the requirements for a majority of independent
Directors on the R&N considering the size and complexity of the business.
The R&N Committee has adopted a formal Charter that is available on FarmaForce’s website.
The qualifications and experience of the member of the R&N Committee, the number of times the
Committee has met and respective attendances by members during the reporting period is disclosed in
FarmaForce’s annual report.
Yes
Details of the remuneration practices and the level of remuneration paid to Directors and Key Management
Personnel is set out in the Remuneration Report found in FarmaForce’s Annual Report.
2019 FINANCIAL REPORT
26
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FARMAFORCE LIMITED
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
ASX Corporate Governance Council Principles and
Recommendations
Recommendation
Followed
Comment by FarmaForce
Directors and the remuneration of executive directors and
other senior executives.
Recommendation 8.3
A listed entity which has an equity-based remuneration
scheme should:
a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
b) disclose that policy or a summary of it.
No – Refer
Comments
FarmaForce has in place an equity-based Employee Share Plan, a copy of which was lodged with the ASX
on 23 October 2015. In addition, a summary of the terms of the Plan were detailed in FarmaForce’s
prospectus dated 10 August 2015. Pursuant to FarmaForce’s Security Trading Policy (a copy of which was
lodged with the ASX on 23 October 2015), Directors and key management personnel holding shares under
the Employee Share Plan may not deal (including sell, create a security interest in or otherwise dispose of)
with those securities without the prior written consent of FarmaForce.
Otherwise FarmaForce has no policy on whether participants are permitted to enter into transactions
(whether through the use of derivatives or otherwise) which limit the economic risk of participating in the
scheme.
2019 FINANCIAL REPORT
27
For personal use only
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE TIM AMAN TO THE DIRECTORS OF FARMAFORCE LIMITED
As lead auditor of FarmaForce Limited for the year ended 30 June 2019, 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.
Tim Aman
Sydney, NSW
30 August 2019
BDO East Coast Partnership ABN 83 236 985 726 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 East Coast Partnership 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.
For personal use only
FARMAFORCE LIMITED
STATEMENT OF PROFIT OR LOSS
FOR YEAR ENDED 30 JUNE 2019
In dollars
Revenue
Cost of sales
Gross profit
Other income
Expenses
Employee benefits expense
Overhead sharing cost
Depreciation and amortisation expense
Other expenses
Finance costs
Share of loss of associated companies net of tax
Loss before income tax expense
Income tax expense
Note
6
7(a)
7(c)
7(d)
7(b)
20
8
2019
2018
11,711,534
7,098,309
(9,091,550)
(4,485,204)
2,619,984
2,613,105
18
16
(2,022,892)
(1,502,975)
(603,481)
(597,009)
(54,836)
(58,705)
(522,345)
(873,123)
(57,511)
(49,111)
(35,484)
(28,653)
(690,174)
(482,828)
-
-
Net loss attributable to owners of FarmaForce Limited
(690,174)
(482,828)
Loss per share for the period attributable to the ordinary equity holders of the Company:
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
18
18
(0.54)
(0.54)
(0.38)
(0.38)
The above statement of profit or loss should be read in conjunction with the accompanying notes to the financial
statements.
2019 FINANCIAL REPORT
29
For personal use only
FARMAFORCE LIMITED
STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
In dollars
Note
2019
2018
Net loss for the period
Other comprehensive income
Other comprehensive income for the period
Other comprehensive income for the period, net of tax
Total comprehensive loss for the period attributable to the owners of
FarmaForce Limited
(690,174)
(482,828)
-
-
-
-
(690,174)
(482,828)
The above statement of comprehensive income should be read in conjunction with the accompanying notes to
the financial statements.
2019 FINANCIAL REPORT
30
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FARMAFORCE LIMITED
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2019
In dollars
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Investment in associates
Other receivables
Total non-current assets
Total Assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Deferred revenue
Employee benefit liabilities
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets/(deficiency)
EQUITY
Issued capital
Accumulated losses
Total equity
Note
2019
2018
9
10
11
12
13
20
10
14
15
16
8
17
172,370
950,923
88,206
576,883
1,249,612
37,145
1,211,499
1,863,640
146,249
16,936
220,349
101,582
485,116
83,900
33,873
228,060
-
345,833
1,696,615
2,209,473
1,486,862
1,452,116
838,517
229,980
500,565
3,055,924
-
1,368,053
279,439
3,099,608
-
-
-
-
3,055,924
(1,359,309)
3,099,608
(890,135)
8,128,859
(9,488,168)
(1,359,309)
8,128,859
(9,018,994)
(890,135)
The above statement of financial position should be read in conjunction with the accompanying notes to the
financial statements.
2019 FINANCIAL REPORT
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FARMAFORCE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
In dollars
Share capital
Accumulated
losses
Total
Balance at 1 July 2017
8,068,859
(8,536,166)
(467,307)
Total comprehensive loss for the period
Loss for the period
Other comprehensive loss for the period
Total comprehensive loss for the period
Transactions with owners recorded directly in
equity
-
-
-
(482,828)
(482,828)
-
-
(482,828)
(482,828)
Issue of ordinary shares
Balance at 30 June 2018
60,000
-
8,128,859
(9,018,994)
60,000
(890,135)
Balance at 1 July 2018
8,128,859
(9,018,994)
(890,135)
Total comprehensive loss for the period
Adoption of AASB 15 (1 July 2018)
Balance at 1 July 2018 (restated)
Loss for the period
Other comprehensive loss for the period
Total comprehensive loss for the period
Transactions with owners recorded directly in
equity
Issue of ordinary shares
Balance at 30 June 2019
-
221,000
8,128,859
(8,797,994)
(690,174)
-
221,000
(669,135)
(690,174)
-
(690,174)
(690,174)
-
-
-
-
-
-
8,128,859
(9,488,168)
(1,359,309)
The above statement of changes in equity should be read in conjunction with the accompanying notes to the
financial statements.
2019 FINANCIAL REPORT
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FARMAFORCE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
In dollars
Note
2019
2018
Net cash (used)/generated from in operating activities
22
(1,116,078)
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Cash flows from investing activities
Purchase of property, plant and equipment
Investment in associates
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Proceed from the borrowing
Net cash generated from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Net effect of exchange rate changes on cash
12,253,238
8,090,531
(13,358,539)
(7,785,762)
18
(10,795)
(85,552)
(41,400)
(126,952)
-
(4,551)
300,218
(1,072)
(36,600)
(37,672)
-
60,000
838,517
838,517
(404,513)
576,883
-
-
60,000
322,546
254,321
16
Cash and cash equivalents at the end of the period
9
172,370
576,883
The above statement of cash flows should be read in conjunction with the accompanying notes to the financial
statements.
2019 FINANCIAL REPORT
33
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. REPORTING ENTITY
FarmaForce Limited (“FarmaForce” or the “Company”) is a for-profit Company limited by shares which is
incorporated and domiciled in Australia.
These financial statements as at and for the year ended 30 June 2019 comprise of the Company as an
individual entity and were authorised for issue by the Board of Directors on 30 August 2019.
2. STATEMENT OF COMPLIANCE
The financial statements are general purpose financial statements which have been prepared in accordance
with Australian Accounting Standards (“AASBs”) adopted by the Australian Accounting Standards Board
(“AASB”) and the Corporations Act 2001. The financial statements comply with International Financial
Reporting Standards (“IFRSs”) adopted by the International Accounting Standards Board (“IASB”).
3. GOING CONCERN
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and discharge of liabilities in the normal course of
business.
As disclosed in the financial statements, the Company incurred a loss of $690,174 for the year ended 30 June
2019. As at that date the company had net current liabilities of $1,844,425, net liabilities of $1,359,309 and
net operating cash outflows of $1,116,078.
However, the Directors believe that there are reasonable grounds to believe that the company will be able to
continue as a going concern, after consideration of the following factors:
•
•
•
The continued trend of increasing market shares as indicated in the financial statements is resulting in
additional customer contracts on hand when compared to contracts during the 2019 financial year;
The current liabilities include an amount payable to the parent company of $1,089,882. The parent
company will allow these funds to continue to be utilised by the company as required; and
The company has an interest free, $2 million working capital loan facility in place with its parent entity
iQNovate Ltd. The unused balance of this facility as at 30 June 2019 was $1,161,483. The parent company
will allow these funds to continue to be utilised by the company as required.
Accordingly, the Directors believe that the Company will be able to continue as a going concern and that it is
appropriate to adopt the going concern basis in the preparation of the financial report.
The financial report does not include any adjustments relating to the amounts or classification of recorded
assets or liabilities that might be necessary if the company were not to operate as a going concern.
4. SIGNIFICANT ACCOUNTING POLICIES
This section sets out the significant accounting policies upon which the financial statements are prepared as a
whole. Specific accounting policies are described in their respective notes to the financial statements. This
section also shows information on new accounting standards, amendments and interpretations, and whether
they are effective in the current period or later years.
2019 FINANCIAL REPORT
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Basis of preparation
These financial statements are presented in Australian dollars, which is the Company’s functional currency.
The Company is of a kind referred to in ASIC Corporations Instrument 2016/191 dated 24 March 2016 and in
accordance with that instrument, all financial information presented in Australian dollars has been rounded to
the nearest dollar unless otherwise stated.
The financial statements have been prepared on the historical cost basis.
The accounting policies have been consistently applied to all periods presented in these financial statements,
unless otherwise stated.
Goods and Services Tax (“GST”) and Value Added Tax (“VAT”)
Revenues, expenses and assets are recognised net of the amount of respective GST or VAT, except where the
amount of GST or VAT incurred is not recoverable from the relevant taxation authority. In these circumstances,
the GST or VAT is recognised as part of the cost of acquisition of the assets or as part of the expenses.
Receivables and payables are stated inclusive of the amount of GST or VAT receivable or payable. The net
amount of GST or VAT recoverable from, or payable to, the taxation authority is included with other payables
in the statement of financial position.
Cash flows are presented on a gross basis. The GST or VAT components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the relevant taxation authority, are presented as
operating cash flows in the statement of cash flows.
Uses of judgements and estimates
In preparing these financial statements, management has made judgements, estimates and assumptions that
affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised prospectively.
(i)
Judgements
The judgements which involve a higher degree of complexity or that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next reporting period are as
follows:
Investment in associates
The Directors have assessed whether their equity investments between 20% and 50% represent a significant
influence over those companies. In assessing significant influence, the Directors have considered the
percentage ownership interest, representation on the Board of Directors, the interchange of management
personnel, and material transactions between the entities. Primarily on ownership interest the Directors have
concluded that all investments in which the Company owns 20% interest are regarded as having significant
influence and have therefore been equity accounted and disclosures made in note 20.
Recoverability of internally developed intangible assets
The Company capitalises development costs when they meet the criteria set out in AASB 138 Intangible Assets.
The development costs capitalised relate to assets that will be utilised by the Company and not expected to
result in individual revenue streams. The Directors therefore assess the recoverability of the internally
developed intangible assets by assessing their value in use. Based on this assessment the Directors have
concluded that no impairment is required against the carrying value of the intangible assets included in note
13.
2019 FINANCIAL REPORT
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
‘4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Uses of judgements and estimates (continued)
(ii)
Estimates
Information about assumptions and estimation uncertainties within the year ending 30 June 2019 are included
throughout the notes where there is uses of estimates.
New Accounting Standards and Interpretations not yet mandatory or early adopted
A number of new accounting standards, amendments to standards and interpretations are effective for annual
periods beginning after 1 January 2019 and have not been applied in preparing these financial statements.
Those which may be relevant to the Company are set out below. The Company does not plan to adopt these
standards early.
(i)
AASB 16 Leases
AASB 16 is applicable to annual reporting periods beginning on or after 1 January 2019 and it will replace AASB
117 Lease and the related interpretations. The Standard introduces a comprehensive model for the identification
of lease arrangements and accounting treatment for both lessors and lessees.
AASB 16 distinguishes leases and service contracts on a basis of whether an identified asset is controlled by a
customer. Distinctions of operating leases (off balance sheet) and finance leases (on balance sheet) are removed
for lessee accounting and are replaced by a model where a right-of-use asset and a corresponding liability have
to be recognised for all leases by lessees (i.e. all on balance sheet) except for short-term leases and lease of low
value assets. Lease expenses from short term leases and lease of low value assets are recognised as a straight-
line expense over the lease term.
The right of use asset is initially measured at cost and subsequently measured at cost (subject to certain
exceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease
liability. The lease liability is initially measured at the present value of the lease payments, as well as the impact
of lease modifications, amongst others. Depreciation of the right of use asset and interest on the lease liability
will be recognised over the lease term. Furthermore, the classification of cash flows will also be affected as
operating lease payments under AASB 117 are presented as operating cash flows; whereas under the AASB 16
model, the lease payments will be split into a principal and an interest portion which will be presented as
financing and operative cash flows respectively.
AASB 16 becomes mandatory for the Company’s 2020 financial statements and removes the classification of
leases between finance and operating leases, effectively treating all leases as finance leases for the lessee. The
standard must be implemented retrospectively, either with the restatement of comparatives or with the
cumulative impact of application recognized on the date of adoption under the modified retrospective
approach. The Company will therefore adopt this standard for the financial period beginning 1 July 2019.
As the Company does not have any leases as at 30 June 2019, AASB 16 is not expected to have any impact.
New or amended Accounting Standards and Interpretations adopted
A number of new or amended standards became applicable for the current reporting period:
-
-
AASB 9 Financial Instruments; and
AASB 15 Revenue from Contracts with Customers
The impact of the adoption of these standards and the new accounting policies are disclosed below.
2019 FINANCIAL REPORT
36
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
‘4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i)
AASB 9 Financial Instruments
In December 2014, the Australian Accounting Standards Board (“AASB”) issued the final version of AASB 9
Financial Instruments (“AASB 9”), and AASB 2014-7 Amendments to Australian Accounting Standards arising
from AASB 9 (December 2014).
AASB 9 is the final version of a new principal standard that consolidates requirements for the classification and
measurement of financial assets and liabilities, hedge accounting and impairment of financial assets. AASB 9
supersedes all previously issued and amended versions of AASB 139 Financial Instruments: Recognition and
Measurement.
In relation to the impairment of financial assets, the Company applies the simplified approach to recognise
lifetime expected credit losses (“ECL”) for trade and other receivables. AASB 9 did not have a significant impact
on the Company’s financial statements for the year, particularly given the short-term nature of the Company’s
receivables.
The adoption resulted in an immaterial additional impairment expense of $13,520 for the year ended 30 June
2019. Refer to note 19 (ii).
Classification and initial measurement of financial assets
Financial assets are classified according to their business model and characteristics of their contractual flows.
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price when the right to consideration becomes unconditional in accordance with AASB 15, all
financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as
hedging instruments, are classified into the following four categories:
Financial assets at amortised costs;
Financial assets at fair value through profit or loss (“FVTPL”);
-
-
- Debt instruments at fair value through other comprehensive income (“FVTOCI”); or
-
Equity instruments at FVTOCI
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
other income or finance costs, except for impairment of trade receivables. The entity does not have any debt
instruments at FVTOCI or equity instruments at FVTOCI.
Financial assets at amortised cost
The Company’s trade and most other receivables fall into this category of financial instruments and are
accounted for at amortised cost using the effective interest method.
Financial assets at FVTPL
Investments in equity instruments fall into this category unless the entity irrevocably elects at inception to
account for them as equity instruments at FVTOCI. The Company has not made this election and will continue
to account for its investments in equity instruments at FVTPL. All derivative financial instruments fall into this
category, except for those designated and effective as hedging instruments. The Company currently does not
hold any equity instruments or derivate financial instruments.
2019 FINANCIAL REPORT
37
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
‘4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Trade and other receivables and other current assets
The Company makes use of a simplified approach in accounting for the impairment of trade and other
receivables as well as other current assets and records the loss allowance at the amount equal to the lifetime
ECL. In using this practical expedient, the Company uses its historical experience, external indicators and
forward-looking information to calculate the ECL using a provision matrix. From this calculation, it was
determined that the ECL in trade and other receivables was immaterial to be disclosed separately.
Classification and measurement of financial liabilities
As the accounting for financial liabilities remains largely unchanged from AASB 139, the Company’s financial
liabilities were not impacted by the adopted of AASB 9.
The Company’s financial liabilities include trade and other payables and contract liabilities. Financial liabilities
are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company
designated a financial liability at FVTPL.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for
derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains
or losses recognised in profit or loss.
All interest related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or
loss are included within other income or finance costs.
(ii)
AASB 15 Revenue from contracts with customers
AASB 15 establishes a comprehensive framework for determining whether, how much and when revenue is
recognised. It replaces AASB 118 Revenue and related interpretations.
The core principle of AASB 15 is that an entity should recognise revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the consideration to which the entity expects to be entitled
in exchange for those goods or services. Specifically, the standard introduces a five-step approach to revenue
recognition:
-
-
-
-
-
Step 1: identify the contract(s) with a customer
Step 2: identify the performance obligations in the contract;
Step 3: determine the transaction price;
Step 4: allocation the transaction price to the performance obligations in the contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
Under AASB 15, an entity recognises revenue when (or as) a performance obligation is satisfied i.e. when
‘control’ of the goods or services underlying the particular performance obligation is transferred to the
customer.
2019 FINANCIAL REPORT
38
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Management of the Company reviewed the customer contracts, defined a relevant portfolio basis where
applicable and assessed the impact on revenue recognition by the adoption of AASB 15.
The Company generates revenue (as reported in note 6) through contract sales and marketing services with
external customers and related party entities. These services are rendered based on either a fixed price or an
hourly rate. The revenue for these services are recognised over the service period which aligns with the delivery
of the performance obligation (provision of services).
The Company has adopted AASB 15 from 1 July 2018, using the modified retrospective approach, with the effect
of initially applying this standard recognised at the date of application. Therefore, comparative prior periods
have not been adjusted and continue to be reported under AASB 118. The impact of adoption of opening
retained earnings as at 1 July 2018 was as follows:
Deferred Revenue
Tax effect on adjustment
Impact on opening retained earnings at 1 July 2018
$ 221,000
-
$221,000
5. OPERATING SEGMENTS
The Company has identified operating segments based on internal reporting that is reviewed and used by the
chief operating decision makers (the Group CEO and the General Manager) in assessing the performance of
the respective segments. The operating segments are identified by management based on the nature of
services provided, with each operating segment representing a strategic business that serves a different
segment of the market.
In the year 2019 FarmaForce provided two types of services being: (1) contract sales and marketing services to
external customers; and (2) services to related parties. Segment analysis of revenue and gross profit is
provided below. Information on net assets by segment is not provided to the chief operating decision makers.
In dollars
Revenue
Contract sales and marketing services
Related party services
Total revenue
Gross profit
Contract sales and marketing services
Related party services
Total gross profit
Information on geographical segments
2019
2018
10,536,241
1,175,293
11,711,534
1,444,691
1,175,293
2,619,984
5,483,067
1,615,242
7,098,309
997,863
1,615,242
2,613,105
One hundred percent of FarmaForce revenue, expenses and profit are derived in Australia.
Reliance on major customers
Four customers represent more than 10% of the year 2019 external revenue. Total revenue from these major
customers amounts to $7,797,959 (74.01%) of total external revenue (FY 2018: $3,105,413; 43.7%).
2019 FINANCIAL REPORT
39
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
5.
OPERATING SEGMENTS (CONTINUTED)
Contract sales and marketing
In reviewing its development projects, the Company has decided that the investment in a Customer Platform
project generated little value and has therefore impaired its carrying value of $101,186 in FY 2018.
6. REVENUE
In dollars
Provision of contract revenue
Related party consulting revenue / Interest
Total revenue
Significant accounting policies:
2019
2018
10,536,241
1,175,293
5,483,067
1,615,242
11,711,534
7,098,309
Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be
entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the
Company: identifies the contract with a 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; allocates the transaction price to the separate performance obligations on the basis of the relative
stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent
events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The
measurement of variable consideration is subject to a constraining principle whereby revenue will only be
recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue
recognised will not occur.
The measurement constraint continues until the uncertainty associated with the variable consideration is
subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as
deferred revenue in the form of a separate refund liability.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a
fixed price or an hourly rate.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using
the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
2019 FINANCIAL REPORT
40
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
7.
INCOME AND EXPENSES
(a)
Other income
In dollars
Interest income
Total other income
(b)
Finance costs
In dollars
Bank fees
Interest expense
Total finance costs
2019
2018
18
18
16
16
2019
2018
10,795
46,716
57,511
6,097
29,387
35,484
Significant accounting policies:
Finance cost includes all interest‐related expenses, other than those arising from financial assets at fair value through
profit or loss.
(c)
Employee benefit expense
In dollars
Wages and salaries
Compulsory superannuation contributions
Bonus
Increase in liability for annual leave1
Total employee benefits expense
2019
2018
1,726,559
1,317,947
132,427
123,883
40,023
127,131
56,000
1,897
2,022,892
1,502,975
1 Increase in liability for annual leave does not include the increase in liability for annual leave allocated to cost
of sales.
(d)
Other expenses
In dollars
Accounting fees
Advertising and marketing
Insurance
Legal and consultancy fees
Occupancy costs
Recruitment fees
Software licensing and subscription
Travel and accommodation
Telephone and internet
Impairment cost
Payroll tax
Other
Total other expenses
2019 FINANCIAL REPORT
2019
2018
62,675
33,370
53,838
7,391
22,491
130
‐
45,623
49,723
‐
95,798
151,306
522,345
53,953
63,648
38,256
5,889
21,199
15,100
155,626
36,257
37,873
101,186
81,834
262,302
873,123
41
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
8.
INCOME TAXES
Reconciliation of income tax to accounting profit
In dollars
2019
2018
Loss for the period
Tax rate
Tax benefit
Add tax effect of:
Expenditure not allowable for income tax purposes
Fixed asset timing differences
Other timing differences
Adjustments to deferred tax liability
Deferred tax assets not brought to account
Income tax expense
Unrecognised deferred tax assets
(690,174)
27.5%
(189,798)
111,511
(12,907)
91,299
(51,683)
51,578
-
(482,828)
27.5%
(132,778)
28,167
1,293
21,493
10,799
71,026
-
Deferred tax assets were not recognized since utilisation of the tax losses against future taxable profits are
not deemed probable in the foreseeable future (FY 2019: $2,932,127 , FY 2018: $2,547,462).
Significant accounting policies:
Current tax
The income tax expense or benefit for the year is the tax payable on the current year’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end
of the reporting period in the countries where the Company’s subsidiaries and associates operate and generate
taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Current tax is recognised in profit or loss except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity respectively.
Deferred tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the Company’s financial statements. Deferred income tax
is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting
period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax
liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses
only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in foreign operations when the Company is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to the offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously. Deferred tax is recognised in profit or loss, except
to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the
tax is also recognised in other comprehensive income or directly in equity respectively.
2019 FINANCIAL REPORT
42
For personal use only FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
9. CASH
In dollars
Bank balances
2019
2018
172,370
576,883
Significant accounting policies:
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of
cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown
within borrowings in current liabilities on the interim statement of financial position.
10. TRADE AND OTHER RECEIVABLES
In dollars
Trade receivables
Allowance for expected credit loss
Other receivables
Related party receivables
Total trade and other receivables
Current
Non-current-Other receivables
Total trade and other receivables
Significant accounting policies:
2019
2018
731,221
(13,520)
334,804
-
1,052,505
950,923
101,582
1,052,505
412,746
-
2,686
834,180
1,249,612
1,249,612
-
1,249,612
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days. The Company has applied the simplified approach to measuring expected credit losses,
which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been
grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
11. OTHER CURRENT ASSETS
In dollars
Prepayments
Total other current assets
2019
2018
88,206
88,206
37,145
37,145
2019 FINANCIAL REPORT
43
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
12. PROPERTY, PLANT AND EQUIPMENT
Reconciliation of carrying amounts
Cost
In dollars
Furniture,
fixtures and
fittings
Leasehold
improvements
Plant and
equipment
Total
Cost at 1 July 2017
36,814
158,011
132,536
327,361
Additions
Disposal
Balance at 30 June 2018
Additions
Disposal
-
-
9,561
9,561
(10,845)
(140,116)
(4,706)
(155,667)
25,969
-
-
17,895
5,700
-
137,391
181,255
94,548
100,248
-
-
Balance at 30 June 2019
25,969
23,595
231,939
281,503
Accumulated depreciation
In dollars
Balance at 1 July 2017
Depreciation expense
Disposal
Balance at 30 June 2018
Depreciation expense
Disposal
Balance at 30 June 2019
Carrying amounts
In dollars
Balance at 30 June 2018
Balance at 30 June 2019
Furniture,
fixtures and
fittings
8,877
3,684
(5,448)
7,113
2,589
-
9,702
Furniture,
fixtures and
fittings
18,856
16,247
Leasehold
improvements
Plant and
equipment
Total
35,629
12,346
(42,430)
5,545
1,887
-
62,339
25,739
(3,381)
84,697
33,423
-
106,845
41,769
(51,259)
97,355
37,899
-
7,432
118,120
135,254
Leasehold
improvements
Plant and
equipment
Total
12,350
16,163
52,694
83,900
113,819
146,249
2019 FINANCIAL REPORT
44
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
12. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Significant accounting policies:
Carrying value
All property, plant and equipment are stated at historical cost less depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the business and the
cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate
asset is derecognised when replaced. All other repairs and maintenance are charged to the profit or loss during the
reporting period.
Depreciation
Depreciation of assets is calculated using the straight-line method to allocate their cost, net of their residual
values, over their estimated useful lives or, in the case of leasehold improvements, the shorter lease term as
follows:
•
•
•
Leasehold improvements – 5 to 10 years
Plant and equipment – 5 to 10 years
Furniture, fittings and equipment – 3 to 20 years
Impairment
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposal
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are
included in profit or loss.
13. INTANGIBLE ASSETS
Reconciliation of carrying amount
Cost
In dollars
Cost at 1 July 2017
Additions
Balance at 30 June 2018
Additions
Balance at 30 June 2019
Website and
software
Total
151,995
151,995
-
-
151,995
151,995
-
-
151,995
151,995
2019 FINANCIAL REPORT
45
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
13. INTANGIBLE ASSETS (CONTINUED)
Accumulated Amortisation
In dollars
Balance at 1 July 2017
Amortisation expense
Impairment
Balance at 30 June 2018
Amortisation expense
Impairment
Balance at 30 June 2019
Carrying amounts
In dollars
Balance at 30 June 2018
Balance at 30 June 2019
Website and
software
-
16,936
101,186
118,122
16,937
-
Total
-
16,936
101,186
118,122
16,937
-
135,059
135,059
Website and
software
Total
33,873
16,936
33,873
16,936
2019 FINANCIAL REPORT
46
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
13. INTANGIBLE ASSETS (CONTINUED)
Significant accounting policies:
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is their fair value at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and
accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are
not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is
incurred.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss and
other comprehensive income when the asset is derecognised.
Amortisation
Intangible assets with finite lives are amortised over the useful economic life. The amortisation period and the
amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each
reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic
benefits embodied in the asset are considered to modify` the amortisation period or method, as appropriate, and
are treated as changes in accounting estimates and adjusted on a prospective basis. The amortisation expense on
intangible assets with finite lives is recognised in the statement of profit or loss and other comprehensive income
as the expense category that is consistent with the function of the intangible assets.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either
individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to
determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite
to finite is made on a prospective basis.
Impairment
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other
assets 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 to sell
and value in use.
Website and software
Costs incurred in acquiring website software and licenses that will contribute to future financial benefits through
revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external
direct costs of materials and service and direct payroll and payroll related costs of employees’ time spent on the
project. Amortisation is calculated on a straight-line basis over periods generally ranging from three to five years
Website development costs include only those directly attributable to the development phase and are only recognised
following completion of technical feasibility and where the business has an intention and ability to use the asset. The
website and software have finite useful life and are amortized as follows:
• Website and software – 3 years
2019 FINANCIAL REPORT
47
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
14. TRADE AND OTHER PAYABLES
In dollars
Trade payables
Sundry payables and accrued expenses
Related party payables
Total trade and other payables
Current
Non-current
Total trade and other payables
Significant accounting policies:
2019
2018
255,274
777,378
454,210
1,486,862
1,486,862
-
1,486,862
90,226
617,369
744,521
1,452,116
1,452,116
-
1,452,116
Trade and other payables represent liabilities for goods and services provided to the business prior to the end of the
reporting date which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the
reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using
the effective interest method.
Contract liabilities
Contract liabilities are recognised when a customer pays consideration, or when the Company recognises a
receivable to reflect its unconditional right to consideration (whichever is earlier), before the Company has
transferred the goods or services to the customer. The liability is the Company's obligation to transfer goods or
services to a customer from which it has received consideration.
15. BORROWINGS
In dollars
Borrowings
2019
2018
838,517
-
The borrowing relates to an interest free, $2 million working capital loan facility in place with its parent entity iQNovate
Ltd. The balance owing under this facility as at 30 June 2019 was $838,517 (FY 2018: $nil)
2019 FINANCIAL REPORT
48
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
16. EMPLOYEE BENEFIT LIABILITIES
In dollars
Liability for annual leave
Opening balance
Additional provision
Utilisation
Closing Balance
Liability for superannuation
Payroll refund due from employees
Total employee benefit liabilities
Current
Non-current
Total employee benefit liabilities
Significant accounting policies:
2019
2018
157,091
500,670
115,766
293,837
(369,571)
(252,512)
288,190
157,091
214,233
(1,858)
500,565
500,565
-
500,565
122,348
-
279,439
279,439
-
279,439
Employee benefits represents amounts accrued for annual leave and long service leave. The current portion for this
provision includes the total amount accrued for annual leave entitlements and the amounts accrued for long service
leave entitlements that have vested due to employees having completed the required period of service. Based on
past experience the Company does not expect the full amount of annual leave or long service leave balances classified
as current liabilities to be settled in the next 12 months. However, these amounts must be classified as current
liabilities since the Company does not have an unconditional right to defer the settlement of these amounts in the
event employees wish to use their leave entitlement.
The Company recognises a liability for long service leave and annual leave measured as the present value of expected
future payments to be made in respect of services provided by employees up to the reporting date using the
projected unit credit method. Consideration is given to expected future wage and salary levels, experience of
employee departures, and periods to service. Expected future payments are discounted using market yields at the
reporting date on national government bonds with terms to maturity and currencies that match, as closely as
possible, the estimated future cash outflows.
17. ISSUED CAPITAL
In issue at 1 July 2017
Movements throughout the period
In issue at 30 June 2018
Issue of ordinary shares
In issue at 30 June 2019
Number of
shares
$
127,500,980
8,068,859
300,000
60,000
127,800,980
8,128,859
-
-
127,800,980
8,128,859
All ordinary shares rank equally with regard to the Company’s residual assets. The holders of these shares are
entitled to receive dividends as declared from time to time and are entitled to one vote per share at general
meetings of the Company.
The Company does not have authorised capital or par value in respect of its shares. All issued shares are fully
paid.
2019 FINANCIAL REPORT
49
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
17. ISSUED CAPITAL (CONTINUED)
Dividends
No dividend was declared or paid by the Company for the year (FY 2018: $nil).
Loyalty options
The Company had no loyalty options on issue exercisable at 30 June 2019, as the loyalty options outstanding
at 20 cents each between 24 to 36 months after the date of admission of the Company’s shares to the Official
List of the ASX, being 23 October 2015 as expired on 23 October 2018 (FY 2018: 19,002,500 Loyalty Options on
issue).
Capital management
Management control the capital of the Company in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and to ensure that the Company can fund its operations and continue as a
going concern.
The Company’s debt and capital include ordinary share capital and financial liabilities, supported by financial
assets. There are no externally imposed capital requirements.
Significant accounting policies:
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds. Transaction costs are the costs that are
incurred directly in connection with the issue of those equity instruments and which would not have been
incurred had those instruments not been issued.
18. EARNINGS PER SHARE (EPS)
The calculation of basic earnings per share has been based on the following loss attributable to ordinary
shareholders and weighted-average number of ordinary shares outstanding.
Loss attributable to ordinary shareholders
In dollars
2019
2018
Loss for the period attributable to owners of FarmaForce Limited
(690,174)
(482,828)
Weighted-average number of ordinary shares
In number of shares
2019
2018
Weighted-average number of ordinary shares at end of the period
127,800,980
127,642,350
Earnings per share
In cents per share
Basic loss per share (cents)
Diluted loss per share (cents)
2019
2018
(0.54)
(0.54)
(0.38)
(0.38)
Basic earnings per share is calculated as earnings for the period attributable to the Company over the
weighted average number of shares.
2019 FINANCIAL REPORT
50
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
18.
EARNINGS PER SHARE (EPS) (CONTINUED)
Diluted earnings per share is calculated as earnings for the period attributable to the Company over the
weighted average number of shares which has been adjusted to reflect the number of shares which would be
issued if outstanding options and performance rights were to be exercised. However due to the statutory loss
attributable to the Company for both the financial year ended 30 June 2019 and the comparative period ended
30 June 2018, the effect of these instruments has been excluded from the calculations of diluted earnings per
share for both periods as they would reduce the loss per share.
19. FINANCIAL INSTRUMENTS – FAIR VALUE AND RISK MANAGEMENT
Accounting classifications and fair values
The Company has financial assets of cash and cash equivalents, trade and other receivables. All financial assets
are carried at amortised cost, and not measured at fair value. The carrying amount is a reasonable
approximation of fair value at 30 June 2019.
The Company has financial liabilities of trade and other payables. These financial liabilities are not measured at
fair value, and the carrying amount is a reasonable approximation of fair value at 30 June 2019.
Financial risk management
There have been no substantive changes in the types of risk the Company is exposed to, how these risks arise,
or the Board’s objectives, policies and processes for managing or measuring the risk from the previous period.
The Company has exposure to the following risk arising from financial instruments:
credit risk – refer (ii)
•
•
liquidity risk – refer (iii)
• market risk – refer (iv)
(i)
Risk management framework
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the
Company’s risk management framework. The Board of Directors has established the Audit and Risk
Committee, which is responsible for developing and monitoring the Company’s risk management policies. The
committee reports regularly to the Board of Directors on its activities.
The Company’s risk management policies are established to identify and analyse the risk faced by the
Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Company’s activities. The Company, through its training and management standards and procedures, aims to
maintain a disciplined and constructive control environment in which all workplace participants understand
their roles and obligations.
The Board of Directors has also established a Finance Committee, consisting of senior executives of the
Company, which meets on a regular basis to analyse financial risk exposure and to evaluate treasury
management strategies in the context of the most recent economic conditions and forecasts. The finance
committee’s overall risk management strategy seeks to assist the Company in meeting its financial targets,
whilst minimising potential adverse effects on financial performance. The finance committee operates under
policies approved by the Board of Directors.
(ii)
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties
of contract obligations that could lead to a financial loss to the Company.
2019 FINANCIAL REPORT
51
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
19. FINANCIAL INSTRUMENTS – FAIR VALUE AND RISK MANAGEMENT (CONTINUED)
(ii)
Credit risk (continued)
The Company has no significant concentration of credit risk with respect to any single counterparty or group of
counterparties other than those receivables specifically provided for and mentioned within note 10.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables
have been grouped by past due date. The expected loss rates are based on the payment profiles of sales over a
period of 36 month before 30 June 2019 and the corresponding historical credit losses experienced within this
period. The historical loss rates are adjusted to reflect current and forward-looking information on
macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is
no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a
repayment plan with the Company, and a failure to make contractual payments for a period of greater than 90
days past due.
On that basis, the loss allowance as at 30 June 2019 (on adoption of AASB 9) was determined to be $13,520 for
trade receivables and other receivables.
Trade and other receivables
The main source of credit risk to the Company is considered to relate to the class of assets described as trade
and other receivables. Trade and other receivables that are neither past due or impaired are considered to be
of high credit quality. No collateral is held over other receivables.
The aging of the trade and other receivables that were not impaired as at 30 June 2019 are set out in the
following table.
In dollars
Neither past due nor impaired
30 to 60 days past due but not impaired
60 to 90 days past due but not impaired
2019
2018
921,358
79,841
51,306
1,100,735
-
148,877
Total trade and other receivables not impaired
1,052,505
1,249,612
Cash and cash equivalents
The Company held cash and cash equivalents of $172,370 at 30 June 2019 (2018: $576,883). The cash and cash
equivalents are held with bank and financial institution counterparties, which are rated AA- to AA+, based on
rating agency Standard and Poor’s ratings.
(iii)
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Company’s reputation.
The Company has an interest free, $2 million working capital loan facility in place with its parent entity
iQNovate Ltd. As at 30 June 2019, $838,517 has been used under this facility (2018: $nil).
The Company aims to maintain cash at a level appropriate to fund operations. At 30 June 2019, the expected
cash flows from trade and other receivables due within two months were $950,923.
2019 FINANCIAL REPORT
52
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
19. FINANCIAL INSTRUMENTS – FAIR VALUE AND RISK MANAGEMENT (CONTINUED)
(iii)
Liquidity risk (continued)
The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their
contractual maturities:
In dollars
Within 1 year
1 to 5 years
Over 5 years
Total
2019
2018
2019
2018
2019
2018
2019
2018
Non-derivative financial
liabilities
Borrowing
838,517
-
Trade and other
payables
1,486,862 1,452,116
(iv)
Market risk
-
-
-
-
-
-
-
838,517
-
- 1,486,862
1,452,116
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity
prices – will affect the Company’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.
Currency risk
The Company’s exposure to foreign currency risk is limited due to the natural hedge afforded to the Company
by purchasing and selling in AUD.
The Company does not hold any foreign currency contracts.
20. INVESTMENT IN ASSOCIATES
Set out below are the associates of the Company as at 30 June 2019 which, in the opinion of the directors, are
material to the Company. The entities listed below have share capital consisting solely of ordinary shares, which
are held directly by the Company. The proportion of ownership interest is the same as the proportion of voting
rights held for all the associates.
Entity name
Associates1
Place of
business/country
of incorporation
Ownership
interest 2019
Ownership
interest 2018
New Frontier Holdings LLC (“New Frontier”)
Nereid Enterprises Pty Ltd
Nereid Enterprises LLC
USA
AUS
USA
20%
20%
20%
20%
20%
20%
Percentage shown is net of non-controlling interest.
1
Nereid Enterprises Pty Ltd provides corporate events and promotional services to the healthcare
industry and related parties of FarmaForce Limited.
2019 FINANCIAL REPORT
53
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
20. INVESTMENT IN ASSOCIATES (CONTINUED)
Summary financial information for the associates
None of the associates are listed on a stock exchange. The investments in associates are equity accounted.
In dollars
(i)
Summarised statement of comprehensive income
Revenue
Loss from continuing operations
Other comprehensive income
Total comprehensive loss
(ii) Summarised balance sheet
Total current assets
Total non-current assets
Total current liabilities
Net assets
(iii) Reconciliation to carrying amount
Opening balance as at 1 July 2018
Additional investment
Loss for the period
Other comprehensive income
Total loss and other comprehensive
Income
Net asset balance as at 30 June 2019
Company’s share in %
Carrying amount as at 30 June 2019
2019
2018
36,809
54,101
(391,039)
(198,283)
145,487
1,206
(245,552)
(197,077)
13,026
10,381
1,092,651
1,158,359
(3,932)
(28,441)
1,101,745
1,140,299
1,140,299
1,100,565
206,999
(391,039)
145,487
(245,552)
68,387
(28,653)
-
(28,653)
1,101,746
20%
1,140,299
20%
220,349
228,060
Significant accounting policies:
Associates are all entities over which the Company has significant influence but not control, generally accompanying a
shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for in the
Company’s financial statements using the equity method of accounting, after initially being recognised at cost.
The Company’s share of the associates post-acquisition profits or losses are recognised in the statement of profit or
loss, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post
acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from
associates reduce the carrying amount of the investment. When the Company’s share of losses in an equal or
exceeds its interest in the associate, including secured and unsecured receivables, the Company does not recognise
further losses, unless it has incurred obligations or made payments on behalf of the associate.
2019 FINANCIAL REPORT
54
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
21. TRANSACTIONS WITH RELATED PARTIES
(i)
Entities exercising control over the Company
The ultimate parent entity, which exercises control over the Company, is iQNovate Limited (“iQN”) which is
incorporated in Australia and owns 70.42% of FarmaForce Ltd.
Dr George Syrmalis is CEO, Chair, Executive Director and a substantial shareholder of iQNovate Limited. Mr
Con Tsigounis is a Non-Executive Director and a substantial shareholder of iQNovated Limited.
(ii)
Parent entity transactions
Transactions with the parent entity are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
The aggregate value of transactions and outstanding balances relating to the parent entity, iQNovate Ltd, are
set out in the following table.
In dollars
Consulting fees
Total revenue received from parent entity
Office and shared services costs
Total expenditure paid to parent entity
Deferred revenue received from parent entity
Total current liabilities owing to the parent entity
Trade payable amounts owing to parent entity
Loan facility^ amounts owning to parent entity
Total amounts owing to the parent entity
2019
2018
1,175,293
1,615,242
1,175,293
1,615,242
195,210
195,210
-
-
251,365
838,517
92,415
92,415
-
-
448,079
-
1,089,882
448,079
^ The Company has an interest free, $2 million working capital loan facility in place with its parent entity
iQNovate Ltd. The balance owing under this facility as at 30 June 2019 was $838,517 (FY 2018: $nil).
(iii)
Key management personnel compensation
The key management personnel compensation is set out in the table below.
In dollars
Short-term employee benefits
Post-employment benefits
Total key management personnel compensation
2019
2018
544,441
38,900
583,341
388,578
34,826
423,404
Compensation of the Company’s key management personnel includes salaries and non-cash benefits.
Executive officers also participate in the Company’s employee incentive plan.
Further details of key management personnel compensation are included in the Remuneration Report within
the Directors’ Report.
2019 FINANCIAL REPORT
55
For personal use only
FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
21. TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
(iv)
Transactions with other related parties
FarmaForce transacted with the following related companies. Transactions with other related parties are on
normal commercial terms and conditions no more favourable than those available to other parties unless
otherwise stated.
Entity name
iQX Limited
iQ3Corp Ltd
Relationship
Jointly controlled by key management personnel
Jointly controlled by key management personnel
IQ Group Global Pty Ltd
Jointly controlled by key management personnel
Life Science Bio Diagnostics Pty Ltd
Subsidiary of the parent
The aggregate value of transactions and outstanding balances relating to other related parties are set out in
the following table.
In dollars
Office and shared services costs
Consultancy fees
Total expenditure paid to parent entity
Trade receivable amounts owing from other related parties
Trade payable amounts owing to other related parties
Net amounts owing to other related parties
22. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
In dollars
Cash flows from operating activities
Loss for the period
Adjustments for:
Depreciation and Amortisation
Share of loss of associated companies
Impact of AASB15 revenue from contracts with customers
Impairment expense
Changes in:
Trade and other receivables
Other assets
Trade and other payables
Other
Income in advance
Employee benefits
Net cash used in operating activities
2019 FINANCIAL REPORT
2019
2018
408,271
504,594
-
408,271
-
202,805
202,805
-
504,594
60,313
296,440
236,127
2019
2018
(690,174)
(482,828)
54,835
49,111
221,000
58,705
28,653
-
-
101,186
(365,228)
(294,284)
298,689
(196,438)
34,748
29,098
(852,657)
361
273,572
-
(1,138,073)
1,135,050
221,126
(750,850)
(1,116,078)
38,176
594,502
300,218
56
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FARMAFORCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
23. AUDITORS’ REMUNERATION
In dollars
Audit and review services
2019
2018
Auditors of the Company at June 2019 – BDO East Coast Partnership
Auditors of the Company at June 2018 – RSM Australia Partners
Auditors of the Company at 31 Dec 2018 – RSM Australia Partners
34,000
-
8,000
-
35,000
8,000
Other auditors
Other services
Auditors of the Company at June 2019 – BDO East Coast Partnership
Auditors of the Company at June 2018 – RSM Australia Partners
Other auditors
-
-
-
-
-
-
24. SUBSEQUENT EVENTS
No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly
affect the entity’s operations, the results of those operations, or the entity’s state of affairs in future financial
years.
2019 FINANCIAL REPORT
57
For personal use only
FARMAFORCE LIMITED
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
In the opinion of the Board of Directors of FarmaForce Limited (“the Company”):
a.
the financial statements and notes that are set out on pages 29 to 57 are in accordance with
the Corporations Act 2001, including:
I.
II.
giving a true and fair view of the financial position as at 30 June 2019 of the
Company performance for the financial year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations
2001; and
b.
there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable.
1.
2.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the chief executive officer and chief financial officer for the financial year ended 30 June 2019.
The Directors draw attention to note 2 to the financial statements, which includes a statement of
compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of Directors.
Harry Simeonidis
General Manager
Sydney
30 August 2019
2019 FINANCIAL REPORT
58
For personal use only
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of FarmaForce Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of FarmaForce Limited (the Company), which comprises the
statement of financial position as at 30 June 2019, the statement of profit or loss, statement of other
comprehensive income, the statement of changes in equity and the statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant accounting
policies, and the directors’ declaration.
In our opinion the accompanying financial report of FarmaForce Limited, is in accordance with the
Corporations Act 2001, including:
(i)
Giving a true and fair view of the Company’s financial position as at 30 June 2019 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 Company 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 (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.
BDO East Coast Partnership ABN 83 236 985 726 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 East Coast Partnership 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.
For personal use only
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.
Revenue recognition
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 6, the Company recognised
We have evaluated revenue recognition in accordance
revenue of $11.71 million for the year ended 30 June
with AASB 15: Revenue from Contracts with
2019.
Customers.
The recognition of revenue was considered as a key
Our procedures, included, amongst others:
audit matter as it is a key performance indicator to the
users of the financials; and there is a risk surrounding
the application of AASB 15: Revenue from Contracts, in
determining when performance obligations are met.
•
Evaluating the revenue recognition policies
for all material sources of revenue and from
our detailed testing performed below,
ensured that revenue was being recognised
appropriately, in line with Australian
Accounting Standards and policies disclosed
within Note 4;
•
Ensuring that revenue was recognised in
accordance with the requirements of AASB
15’s 5 step model by substantively testing a
sample of revenue transactions throughout
the financial year, identifying specific
performance obligations within the
contracts, identifying the contract price, and
tracing sales invoices to supporting
documentation and cash receipts for the year
ended 30 June 2019; and
•
Testing revenue transactions immediately
prior and post 30 June 2019 year end.
For personal use only
Carrying value of investment in Associates
Key audit matter
How the matter was addressed in our audit
At the 30 June 2019 the carrying value of the
We have evaluated the management’s impairment
Investment in Associate was $220,349, after accounting
assessment of the investment of associates per AASB
for the Company’s share of loss of $49,111, as
136 Impairment of Assets, and performed, amongst
disclosed in Note 20.
others, the following procedures:
Given the continued operating loss of its Associate and
•
Assessing the judgements made by the
its impact to the carrying value of the Investment in
Company in determining the fair value less
Associate, we considered it key to our audit as there
costs of disposal of net assets in associate;
may be indicators of impairment present and the
impairment assessment includes significant judgement
in determining recoverable amount.
•
Reviewing the Board of Directors meetings
minutes and enquiring with management for
evidence of impairment indicators; and
•
Assessing the appropriateness of the
Company’s disclosures in respect of the
investment in associate (refer Note 20).
Other information
The directors are responsible for the other information. The other information comprises the
information in the Company’s annual report for the year ended 30 June 2019, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
For personal use only
In preparing the financial report, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Company 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 (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf
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
2019.
In our opinion, the Remuneration Report of FarmaForce Limited, for the year ended 30 June 2019,
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 East Coast Partnership
Tim Aman
Partner
Sydney, 30 August 2019
For personal use only
FARMAFORCE LIMITED
ASX ADDITIONAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2019
ASX ADDITIONAL INFORMATION
Additional information required by the ASX Listing Rules and not disclosed elsewhere in this report
is set out below. The information is current as at 16 August 2019.
SHAREHOLDINGS
Substantial shareholders
The number of shares held by substantial shareholders and their associates are set out below:
Shareholders
iQNovate Ltd
Total of substantial shareholders
Distribution of equity security holders
Category
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Number of ordinary
shares held
90,000,000
90,000,000
% of total
ordinary
shares
70.42%
70.42%
Holders
%
5
10
129
163
91
1.26%
2.51%
32.41%
40.95%
22.87%
398
100.00%
Shareholders with less than marketable parcel
There are 11 shareholders each with an unmarketable parcel of shares being a holding of 3,846 or
less, for a combined total of 16,097 shares.
This is based on a closing price of $0.13 per share as at 16 August 2019 and represents 0.013% of
the fully paid ordinary shares on issue.
Shares subject to escrow
There is no security class subject to escrow as at 16 August 2019.
Unquoted equity securities
There are no unquoted redeemable preference shares or redeemable convertible notes on issue.
SECURITIES EXCHANGE
The Company is listed on the ASX Limited. The Home exchange is Sydney.
2019 FINANCIAL REPORT
63
For personal use only FARMAFORCE LIMITED
ASX ADDITIONAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2019
OTHER INFORMATION
FarmaForce Limited, incorporated and domiciled in Australia, is a publicly listed company limited by
shares.
ON-MARKET BUY-BACK
There is no current on-market buy-back.
TWENTY LARGEST SHAREHOLDERS
Shareholder
iQNOVATE LTD
PRIORITY ONE GROUP PTY LTD
BASIM FINANCE PTY LTD
iQ3 CORP LTD
COLIN J. ODAMS PTY LTD
ACHELLES NOMINEES PTY LTD
MR JAMES SIMOS & MRS CHRISTINA SIMOS
JENNIFER ELLEN STAPLETON
ELINVEST PTY LIMITED
BARTELM PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
PHARMLOU PTY LTD
LIEN PTY LTD
SHERWOOD PASTORAL LIMITED
MR JOHN FRANZE & MRS SOULA FRANZE
MR IAN MACEWEN STEVENSON & MS KATHERINE JANE HYNES
SI JIA CORP PTY LTD
WADE PETER BURNS & REBECCA LOUISE BURNS
DANIEL MORATO & SALLY MORATO
MR MIN-CHUNG YU
Total securities of top 20 holdings
Number of
ordinary
shares
held
% of
total
ordinary
shares
90,000,000
2,775,000
1,333,333
1,275,009
1,000,000
930,000
812,290
750,000
700,000
675,000
667,000
603,920
600,000
558,322
552,146
500,000
500,000
500,000
500,000
462,499
105,694,519
70.42%
2.171%
1.043%
0.998%
0.782%
0.728%
0.636%
0.587%
0.548%
0.528%
0.522%
0.473%
0.469%
0.437%
0.432%
0.391%
0.391%
0.391%
0.391%
0.362%
82.70%
2019 FINANCIAL REPORT
64
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