l
y
n
o
e
s
u
Field Solutions Holdings Limited
And Controlled Entities
ABN 92 111 460 121
l
Annual Report for the year ended 30 June 2018
a
n
o
s
r
e
p
r
o
F
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Contents
30 June 2018
l
Corporate directory
Directors report
Auditors independence declaration
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor's report to the members of Field Solutions Holdings Limited
Shareholder information
y
n
o
2
3
12
16
17
18
19
20
42
41
49
e
s
u
l
a
n
o
s
r
e
p
r
o
F
1
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Corporate directory
30 June 2018
General information
The financial statements cover Field Solutions Holdings Limited as a Consolidated Group consisting of Field Solutions Holdings Limited
and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is
Field Solutions Holdings Limited's functional and presentation currency.
Field Solutions Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business are:
Registered office
c/- KPMG
33 George Street
LAUNCESTON TAS 7250
AUSTRALIA
Principal place of business
Suite 38
23 Narabang Way
BELROSE NSW 2085
AUSTRALIA
A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is not part
of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 6 September 2018. The Directors
have the power to amend and reissue the financial statements.
Directors
Dr Kenneth Carr (Non-Executive Chairman)
Mr Andrew Roberts (Executive Director)
Mr Mithila Nath Ranawake (Non-Executive Director)
Mr Wayne Wilson (Non-Executive Director)
Company Secretary
Graham Henderson
Auditors
Hall Chadwick
Level 40, 2 Park Street
SYDNEY NSW 2000
Tel: (02) 9263 2600
Stock exchange listing
Field Solutions Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: FSG).
Computershare Investor Services – share registry
Yarra Falls, 452 Johnston Street
ABBOTSFORD VIC 3067
Tel: (03) 9415 5000
Website - www.fieldsolutions-group.com
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Corporate governance statement
The directors and management are committed to conducting the business of Field Solutions Holdings Limited in an ethical manner and
in accordance with the highest standards of corporate governance. The Company has adopted and has
substantially complied with the ASX Corporate Governance Principles and Recommendations (Third Edition) ('Recommendations') to the
extent appropriate to the size and nature of the Group’s operations. The Corporate Governance Statement, which sets out the corporate
governance practices that were in operation during the financial year and identifies and explains any Recommendations that have not
been followed, which is approved at the same time as the Annual Report can be found at:
http://www.fieldsolutions-group.com/governance-documents/
2
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' report
30 June 2018
6 September 2018
Fellow Shareholders
It has been an interesting grow year for our company, transitioning into a fully-fledged telecommunications carrier. Our subscribers
now number in excess of 7,000, over 2500 on satellite services.
We have grown our network from an initial small footprint to one covering four eastern seaboard states. Our strategy of working
closely with rural councils, who have communications responsibilities, but lack the resource and capability to bring these together. Our
initial target for the year of working to deploy networks to 6 council areas was achieved after eight months then smashed when we
acquired the assets of South West Wireless from administration, it increased to 17, bringing with it a range of new customers.
Our expectations are high again for this coming year, as opportunities expand. The key of course is getting the right return on our
capital employed in the networks, and we are mindful of spending your money without an acceptable return. Our goal is to maximise
our revenue per customer by focussing on business users first, primarily Councils, Agricultural and Ag suppliers.
More and more we find our customers want to join the “Internet of Things” (IOT) whereby even the smallest devices can be
accommodated on the network. As an example water meters for councils to measure any leakage in their pipes, moisture and
temperature meters in crops fields and every possible thing from switching on sprinklers to cctv. Our network towers are ready to
deploy this new technology, we intend to have the most coverage in rural, regional and remote areas of any telecommunications
carrier by the end of this next financial year.
Financially it was pleasing to see real growth in revenue and margin, such that we had a strong and positive and growing EBITDA.
Ongoing our challenges are two fold. Signing up more customers to our existing network, and funding the next stage of network
growth. We have now engaged dedicated executives in the sales area to drive the customer base additions, and we are working with
governments to deploy further assets this year.
I look forward to updating you further at out Annual General Meeting in November.
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
Dr Ken Carr
Chairman
o
F
3
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' report
30 June 2018
6 September 2018
Dear Shareholders,
l
y
n
o
e
s
u
a
n
o
s
r
e
Outlook
p
r
o
F
It’s been an exciting and challenging year at Field Solutions Group, transitioning to a public entity, then two material acquisitions, ANT
communications and the assets and customers of South Western Wireless we are well on the way to being Australia’s leading telecommunications
carrier for rural, regional and remote Australia.
Our financial performance was pleasing, with significant growth in revenue (43%) and return to a positive EBITDA. These results provide us a robust
platform of customers and projects for our future growth.
Our staff mix has changed, and we welcome those from both ANT and SWW to the group. Primarily people in the local regions supporting local
people. We now operate offices in Belrose (NSW), Moree (NSW) and Rockhampton (QLD)
Operational Overview
There have been several highlights throughout FY18, not least of which has been the integration of the South Western Wireless business of which we
acquired the assets and customers in March 2018. This acquisition has delivered FSG network reach into rural, regional and remote Queensland and
southern New South Wales. Of significant note, it assisted us in being awarded the contract to build and operate a first-of-a-kind, shire-wide network
project for the Blackall-Tambo Regional Council. That work has been conducted mainly in Q1 FY18/19 and we anticipate further roll out until end of
Q2, with subscribers being coming on board early next year. The network build is being funded by the council and local community in partnership with
us.
l
Assets and customers of ANT Communications was acquired early in FY18, providing the group a direct wholesale relationship with NBN co and Optus.
These relationships have ensured FSG is well placed to offer rural, regional and remote Australia a compressive set of internet access options, whilst
ensuring we are able to purchase directly from source vendors and not via a telecommunications aggregator, thereby increasing our margins over a
wide range of offerings.
Our Northern NSW network corridor continues organic growth. From what started as a small-scale pilot in Moree Plains Shire, the network has now
expanded and grown from Gunnedah to Goondawindi. This network design and deployment is core to our business model and has grown via a
community and local government lead approach, supported by many councils, leading local business and particularly agribusinesses.
From a technology perspective, we have continued to deliver true broadband (symmetric) services across our network. We have built
telecommunications towers, constructed Fibre to the Premises and Fixed Wireless networks, and most importantly designed and deployed FSG’s Rural
Reach delivery model for rural, regional and remote subscribers.
Our focus is on serving rural, regional and remote Australia and we are determined to demonstrate this in 2019. We plan to continue our organic
growth in Queensland and New South Wales through partnerships and strategic network infrastructure projects and consider where appropriate
acquisitions that are accretive to our business.
Our target segments, in rural, regional and remote business, agribusiness and residential users, each have a need for true broadband services
delivered by FSG's networks. During 2019 we will deploy on every tower the capability to connect everything IOT. As the country recovers from
drought our customers will be looking for any technological advancement to make them competitive, from precision farming to monitoring water and
fertiliser use. We are well aware of the challenges and have appointing a COO and head of sales and marketing to drive sales and opportunities to
grow your business.
Finally, I would like to thank the board the shareholders and the staff of FSG, for without your significant contribution and support we would not be
where we are today.
Andrew Roberts
Group Managing Director and CEO
4
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' report
30 June 2018
Your Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the
'Group') consisting of Field Solutions Holdings Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it
controlled at the end of, or during, the year ended 30 June 2018.
Directors
The following persons were Directors of Field Solutions Holdings during or since the beginning of the financial year up to the date of
this report. Particulars of each current Director’s experience and qualifications are set out later in the report.
General Information
Dr Kenneth Carr
Mr Andrew Jake Roberts
Mr Mithila Nath Ranawake
Mr Wayne Wilson
Operating and Financial review
Principal Activities
l
y
n
o
e
s
u
a
n
o
s
r
e
p
•
•
•
r
•
o
•
F
The principal activities of the consolidated group (Group) during the financial year were:
l
• Rural telecommunications carrier
• Retail service provider (internet services)
• Cloud integrated software development and maintenance services
Our business model and objectives
During the year, the Group successfully evolved its core business model to becoming Australia leading telecommunications carrier
servicing rural, regional and remote Australia, while maintaining its expertise in managed cloud and hosting services. As the network
infrastructure build phase reaches its optimum, we will offer more innovative cloud and related services to our customers together
with telco carrier services. The Field Solutions Holdings business model is based on being Australia leading telecommunications
carrier servicing rural, regional and remote Australia.
Key elements and underlying objectives of our business model are:
To deliver “true broadband” being the provision of symmetric services to Rural, Regional and Remote NSW
To ‘not rely’ on the current 3G/4G and future 5G technologies for the delivery of broadband in Rural, Regional and Remote
Australia
To work in partnership with each local community to service their exact telecommunications requirements
To ensure we have local support services in each region where we operate
To deliver long term, multi-use telecommunication assets in Rural, Regional and Remote NSW
FSG operate as a telecommunications carrier and retail service provider. We build our own infrastructure in partnership with the
local government and the local community, deploying telecommunications assets deep into rural, remote and regional Australia.
These assets service the technology needs for agribusiness, business and residents, and are sold through our retail brands JustISP
and ANT Communications.
The Consolidated Group also delivers wholesale services to selected partner, agents and resellers with focus on servicing other
wireless internet service providers, and systems integrators located in rural, remote and regional Australia.
Today, the group operates network in Tasmania, New South Wales and Queensland.
5
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' report
30 June 2018
Review of operations
l
y
n
o
The revenue for the Group was $7,440,673 (2017: $5,208,099) representing an increase of 43%. The Group reported a positive
EBITDA of $92,985 (2017: negative $699,452). The significant increase in EBITDA from prior year represents increased operations
together with a full year trading. During 2018 year, the Group continued to invest significantly to build its customer base and carrier
grade telecommunications network, through acquisitions and its network infrastructure build programme. This effort has seen the
Group emerge as Australia’s leading telecommunications carrier servicing Rural, Remote and Regional areas. Field Solutions now
operate extensive, independent (non-NBN) broadband networks, offering retail and wholesale services in New South Wales,
Queensland and Tasmania under its JustISP and ANT brands. The Group now service 17 local government areas in Rural, Remote and
Regional Australia, against a 2018 target of 6.
The Group's network infrastructure build capability has seen it offering true symmetric broadband, non-NBN, fixed wireless, fibre-to-
the-premise (FTTP), fibre-to-the-building (FTTB) and Rural Reach Network products and services to its customers. It was also
awarded a network construction contract to deliver shire-wide, non-NBN broadband services to the Blackall-Tambo Regional Council
in Queensland as well as other network build contracts.
During the year, the Group acquired and integrated selected assets, customers and projects from ANT Communications and South
West Wireless Pty Ltd (in administration). As part of the business integration activity, a new Customer Support and Assurance group
was established in Rockhampton, Queensland, and a Regional Construction and Support operation in Moree, New South
Wales. Further, customer billings, accounting systems and premises were consolidated across the Group.
The Group continues to grow its revenue, and is expected to increase its scale of operations and improve financial performance over
the next 12 months.
Significant changes in the state of affairs
There were no significant changes in the company’s state of affairs during the year ended 30 June 2018.
Dividends Paid or Recommended
There were no dividends paid, recommended or declared during the current or previous financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect the Group's
operations, the results of those operations, or the Group's state of affairs in future financial years.
e
s
u
l
a
n
o
s
r
e
p
r
o
F
6
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' report
30 June 2018
Likely developments and expected results of operations
Information on likely developments in the operations of the Group and the expected results of operations have not been included
in this report.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2018, and the
number of meetings attended by each Director were:
Full Board
Attended
Eligible to
attend
Nomination and
Remuneration Committee Audit and Risk Committee
Attended
Held
Attended
Held
11
12
12
10
12
12
12
12
2
2
-
-
2
2
-
-
4
4
4
4
4
4
4
4
Mr Mithila Nath Ranawake
Dr Kenneth Carr
l
Mr Andrew Roberts
Mr Wayne Wilson
Held: represents the number of meetings held during the time the Director held office.
l
y
n
o
e
s
u
a
n
o
s
r
e
p
r
o
F
7
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors’ report
30 June 2018
Information relating to Directors and Company Secretary
Ken Carr - Chairman and Non-Executive Director
(PhD Bus Adm. MBA)
Dr Carr is a seasoned, non-executive director and chair, having held CEO/MD roles in 5
ASX listed companies primarily in the, telecoms, banking, payments and electronic
manufacturing sectors and non-executive director roles in 3 others, including 2 as chair.
He is currently a non-executive director Wakenby limited (ASX: WAK). Dr Carr first joined
the Freshtel board in February 2010. He has formerly held CEO and Board positions on
several listed entities in Australia and overseas, most recently as CEO of Intec Limited
(ASX:ITQ), and prior was Managing Director of Rubik Financial Limited (ASX:RFL).
Previously he has held senior executive positions at IBM, AT&T, and Lucent Technologies
and British Telecom. His main experience is related to corporate restructuring and
transformation, which has included several JVs and mergers and acquisitions in many
countries. Dr Carr left the Board in February 2013 and re-joined Freshtel on 2 May 2014.
The board considers Dr Ken Carr to be an independent director as Dr Carr is free from
any business or other relationship that could materially interfere with, or reasonably be
perceived to materially interfere with, the independent exercise of his judgement.
Mithila Nath Ranawake - Non-Executive Director
(BBus, MBA, CPA, FAICD)
Mr Ranawake was elected to the Freshtel board on 23 November 2010. Mr Ranawake
has over 20 years of experience in the telecommunications industry in Asia Pacific,
Australia, India and China, combined with a strong background in finance, mergers and
acquisitions, information systems, sales, change management, strategy and business
development acquired across a number of industries. In his most recent role Mr
Ranawake was the chief financial officer of Konekt Limited, a ASX listed workplace
health solutions provider. Prior to that he was the CFO of Consistel Group in Singapore
where he was instrumental in raising funds from Intel Capital and JAFCO Asia. Prior to
joining Consistel, Mithila was the CFO of LongReach Group Limited, an ASX listed
Australian telecommunications equipment manufacturer and vendor, where he was
involved in raising capital and managing its merger. He has held senior management
positions in Telstra Corporation, British Telecom and Marconi. Mr Ranawake also has
several years of experience in gas, electric and petroleum industries.
The board considers Mithila Nath Ranawake to be an independent director as Mr
Ranawake is free from any business or other relationship that could materially interfere
with, or reasonably be perceived to materially interfere with, the independent exercise
of his judgement.
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
8
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors’ report
30 June 2018
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
Andrew Roberts - Executive Director
(AICD)
Mr Roberts is a business executive / entrepreneur with over 25 years’ experience in
the IT industry in Australia, New Zealand, Asia Pacific, and the United Kingdom. He
has extensive strategic IT and commercial experience in business aggregation,
business analysis/strategy, sales, marketing, professional services, operations and
general management. Mr Roberts has direct experience in building and growing IT
and cloud-based companies from start-up to sale.
He has previously been a director of Comops Limited (ASX: COM) and was recently
head of strategy and cloud operations at Rubik Financial Limited (ASX: RFL). Mr
Roberts was also the deputy chair of the Young and Well Cooperative Research
Council, a federally funded not-for-profit organisation focusing on the use of
technology to assist wellbeing in young people’s lives.
Wayne Wilson - Non-Executive Director
(BCom, GradDipAppFin, GAICD)
Mr Wilson has over 29 years’ experience in financial services in Australia, working
across banking, platforms, asset management, AFSLs, private clients, superannuation,
insurance and trustee services.
His previous roles have included Managing Director, Wealth - Rubik Financial Limited
(ASX: RFL), Head of Asgard and Advance Asset Management – Westpac, General
Manager Wealth Distribution – St George Bank, Director of Distribution Asgard,
Securitor, Licensee Select, IBS and Badges – Asgard, Group Executive Private Clients –
Perpetual and Head of Marketing for Lend Lease Advisor Services, MLC Advisor
Services, Apogee and Garvan Financial Planning – MLC.
The board considers Wayne Wilson to be an independent director as Mr Wilson is free
from any business or other relationship that could materially interfere with, or
reasonably be perceived to materially interfere with, the independent exercise of his
judgement.
Graham Henderson - Company Secretary
(Brecon, B.A.,M.A., M.Hist.)
Mr Henderson has had many years’ experience in the management of public companies, both listed and not for profit entities. He
joined Freshtel Holdings as Company Secretary in September 2010, and acted as CFO until the acquisition by Field Solutions in April
2018.
r
o
F
9
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors’ report
30 June 2018
l
y
n
o
e
s
u
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the
requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities
of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Share-based compensation
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for key management personnel (KMP) performance is
competitive and appropriate for the results delivered. The framework aligns executive reward for the achievement of strategic
objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of
reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
l
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its
directors and executives.
a
n
o
The remuneration policy of Field Solutions Holdings Limited has been designed to align key management personnel (KMP) objectives
with shareholder and business objectives by providing a fixed remuneration component and having regard to the current incentive to
s
achieve and earnings milestones pursuant to the acquisition of Field Solutions Group Pty Ltd where short term incentives (STI’s) are
offered.
r
e
p
The Board has established an employee share option plan (ESOP) which was presented for review and ratification at the 2018 AGM.
The Board believes that the current remuneration policy, together with the ESOP to be appropriate and effective in its ability to attract
and retain high-quality KMP to run and manage the consolidated Group, as well as to provide goal congruence between directors,
executives and shareholders.
The Board’s policy for determining the nature and amount of remuneration for KMP of the consolidated Group is as follows:
r
o
F
•
•
• All KMP receive a base salary (based on factors such as length of service and experience), superannuation, STI and become
eligible to participate in the Company ESOP (subject to Board invitation).
• Other performance incentives (such as STI’s) are generally only paid once pre-determined key performance indicators have
been met.
Incentives in the form of ESOP options and shares are intended to align the interests of KMP and the Company with those of
shareholders.
The remuneration committee reviews KMP packages annually by reference to the consolidated Group’s performance,
executive performance and comparable information from industry sectors.
The performance of KMP is measured against criteria agreed annually with each executive and is based on individual and by reference
to the consolidated Group’s performance. All bonuses and incentives must be linked to predetermined performance criteria. The
policy is designed to attract the highest calibre of executives and reward them for performance / results leading to long term growth
in shareholder wealth.
10
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors’ report
30 June 2018
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
KMP receive a superannuation guarantee contribution required by the government, which is currently 9.5% of the individual’s average
weekly ordinary time earnings (AWOTE).
Other than the entitlements provided under the Group’s defined contribution superannuation arrangements, KMP do not receive any
other retirement benefits.
All remuneration paid to KMP is valued at the cost to the company and expensed.
The Board’s policy is to remunerate KMP (including non-executive directors) at market rates for time, commitment and
responsibilities. The board currently determines payments to KMP and reviews their remuneration annually, based on market
practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees
that can be paid to non-executive directors is subject to approval by shareholders at the annual general meeting.
Options granted under the ESOP do not carry dividend or voting rights. The board is responsible for determining any conditions
attaching to the options (including issue price, exercise price, vesting conditions, and conditions of exercise).
Engagement of Remuneration Consultants
The Board did not engage any remuneration consultants during the financial year. The Board will consider the appropriateness of
appointing a remuneration consultant during FY18 to review the elements of KMP remuneration and to provide appropriate
recommendations.
Performance based Remuneration
KPIs for management and other staff are set annually, in consultation with the Board Remuneration Committee. The measures are
specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas are those the Board
believes hold greater potential for Group expansion and profit, covering financial and non-financial as well as short and long-term
goals. The level set for each KPI is based on budgeted figures for the Group and, in some instances, relevant industry standards.
Performance against KPIs is assessed annually, with any KPI related bonuses being awarded based on achievement of the relevant
KPIs (see below for further information regarding cash bonuses). Following the assessment, the KPIs are reviewed by the Board in
light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth,
before the KPIs are set for the following year.
In determining whether or not a KPI has been achieved, Field Solutions Holdings Limited bases the assessment on audited figures and
quantitative and qualitative data.
Relationship between Remuneration Policy and Company Performance
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. Two methods
have been applied to achieve this aim, the first being a performance based bonus based on KPIs, and the second being the
establishment of an ESOP (under which KMP are eligible participants, subject to Board invitation) to encourage the alignment of
personal and shareholder interests.
The Board is of the opinion that the above remuneration policy will enhance company performance going forward.
Performance Conditions Linked to Remuneration
The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision of cash
bonus reward schemes, in particular the incorporation of incentive payments based on the achievement of Group budgets. The Group
does not currently have any cash bonus rewards schemes tied to the company’s share price, preferring at this stage to align such cash
bonus rewards to operational performance.
The objective of the reward schemes is to both reinforce the short and long-term goals of the Group and provide a common interest
between management and shareholders.
The satisfaction of the KPIs is based on a review of the audited financial statements of the Group.
11
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors’ report
30 June 2018
Details of remuneration
l
y
n
o
e
s
u
Non-Executive Directors:
Dr Kenneth Carr
Mr Mithila Nath Ranawake
Executive Directors:
Mr Andrew Roberts
Amounts of remuneration
Details of the remuneration of key management personnel of the Group for the 2018 year are set out in the following tables.
Short-term benefits
Long-term
benefits
Share-based
payments
Performance
based
Cash salary
and fees
$
Cash
bonus
$
Non-
monetary
$
Super-
Long service
annulation
$
leave
$
Equity-
settled
$
%
remuneration
$
Total
$
55,000
48,000
295,000
-
-
-
-
-
-
5,225
4,560
28,025
-
-
-
-
-
-
-
60,225
52,560
110,587
433,612
Secretary:
l
Mr Graham Henderson
48,000
-
-
-
-
-
-
48,000
-
-
-
37,810
446,000
110,587
Share-based compensation
Issue of shares
Shares issued to Directors and other key management personnel as part of compensation during the year ended 30 June 2018 are
disclosed above.
a
n
o
s
r
Options
There were no options over ordinary shares issued to Directors and other key management personnel as part of compensation for the
e
period ended 30 June 2018.
p
Additional disclosures relating to key management personnel
-
594,397
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management personnel
of the Group, including their personally related parties, is set out below:
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
2,000,000
2,066,667
185,714,286
466,669
-
-
3,933,333
-
500,000
1,504,496
190,247,622
3,933,333
2,004,496
Balance at
the end of
the year
2,500,000
2,066,667
191,152,115
466,669
196,185,451
-
-
-
-
-
r
o
F
Ordinary shares
Dr Kenneth Carr
Mr Mithila Nath Ranawake
Mr Andrew Roberts
Mr Wayne Wilson
12
Grant date
l
1 April 2017
8 March 2018
l
y
n
o
e
s
u
a
n
o
s
r
e
p
r
o
F
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' report
30 June 2018
Option holding
There were no options over ordinary shares in the Company held during the financial year by any Director or other members of key
management personnel of the Group, including their personally related parties.
This concludes the remuneration report, which has been audited.
Shares under option
There were 12,433,290 unissued ordinary shares of Field Solutions Holdings Limited based on options outstanding at the date of this
report. Option holders do not have any rights to participate in any issues of shares or other interests in the company or any other entity.
There have been no options granted over unissued shares or interests of any controlled entity within the Group during or since the end
of the reporting period. For details of options issued to directors and executives as remuneration, refer to the Remuneration report.
Expiry date
Exercise price
30 Sept 2020
8 March 2020
$0.125
$0.03
Number under
option
Number
2,433,290
10,000,000
12,433,290
Shares issued on the exercise of options
Indemnity and insurance of officers
There were no shares of Field Solutions Holdings Limited issued as a result of the exercise of options during the year ended 30 June
2018 and up to the date of this report.
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or
executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company
against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of
the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, 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.
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.
13
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' report
30 June 2018
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the Company who are former partners of Hall Chadwick
There are no officers of the Company who are former partners of Hall Chadwick.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately
after this Directors' report.
Hall Chadwick continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Ken Carr
Director
6 September 2018
Australia
___________________________
Mithila Ranawake
Director
l
y
n
o
e
s
u
Auditor
l
a
n
o
s
r
e
p
r
o
F
14
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Auditor's independence declaration
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
15
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2018
Expenses
Employee benefit expense
Depreciation and amortisation
Communication and ISP Costs
Production costs
Occupancy cost
Software and equipment maintenance
Administration
Listing expense and other acquisition costs
Profit/(loss) before income tax expense
(Income tax expense)/benefit
Revenue
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
Profit/(loss) after income tax expense for the year attributable to the Owners of Field
Solutions Holdings Limited
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year attributable to the Owners of Field
Solutions Holdings Limited
Basic earnings per share
Diluted earnings per share
Note
Consolidated Group
2017
2018
$
$
4
7,440,673
5,208,099
(1,948,022)
(966,951)
(4,096,570)
(270,764)
(213,819)
(66,465)
(752,048)
-
(1,653,805)
(284,180)
(1,863,185)
(178,141)
(235,523)
(82,538)
(375,627)
(1,518,732)
(873,966)
(983,632)
5
408,849
(10,956)
15
(465,117)
(994,588)
-
-
(465,117)
(994,588)
Cents
Cents
27
27
(0.12)
(0.12)
(1.37)
(1.37)
1,300,223
(236,975)
r
o
F
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
16
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Consolidated statement of financial position
As at 30 June 2018
Current assets
Cash and cash equivalents
Trade and other receivables
Income tax
Other
Total current assets
Non-current assets
Property, plant and equipment
Intangibles
Deferred tax
Total non-current assets
l
Assets
y
n
o
e
s
u
a
n
o
s
r
e
p
Total assets
l
Liabilities
Equity
r
Issued capital
o
Reserves
Retained profits
F
Total equity
Current liabilities
Trade and other payables
Employee benefits
Income tax
Total current liabilities
Non-current liabilities
Deferred tax
Total non-current liabilities
Total liabilities
Net assets
Note
Consolidated Group
2017
2018
$
$
6
7
5
8
9
10
5
11
12
5
5
470,425
1,346,806
557,503
-
2,374,734
3,763,226
959,547
-
10,943
4,733,716
2,955,398
2,029,527
192,072
5,176,997
682,421
565,000
180,400
1,427,821
7,551,731
6,161,537
1,265,491
167,406
-
1,432,897
602,592
45,708
310,612
958,912
10,602
10,602
10,602
10,602
1,443,499
969,514
6,108,232
5,192,023
13
14
15
6,318,776
182,553
(393,097)
5,029,702
90,301
72,020
6,108,232
5,192,023
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
17
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Consolidated statement of changes in equity
For the year ended 30 June 2018
Consolidated Group
Balance at 1 July 2016
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Issued capital from reverse takeover
Share reserve - BMS acquisition
Share reserve – Option valuation
Balance at 30 June 2017
l
Consolidated Group
Balance at 1 July 2017
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year
Issued capital from capital raise
Issued capital asset acquisition
Capital raising costs, net of tax
Issued capital share based payment
Share reserve – Option valuation
Balance at 30 June 2018
l
y
n
o
e
s
u
a
n
o
s
r
e
p
Issued
capital
$
Reserves
$
Retained
profits
$
Total equity
$
100
-
-
-
-
-
-
-
1,066,608
1,066,708
(994,588)
-
(994,588)
-
(994,588)
(994,588)
5,029,602
-
-
-
30,000
60,301
-
-
-
5,029,602
30,000
60,301
5,029,702
90,301
72,020
5,192,023
Issued
capital
$
Reserves
$
Retained
profits
$
Total equity
$
5,029,702
90,301
72,020
5,192,023
-
-
-
-
-
-
(465,117)
-
(465,117)
-
(465,117)
(465,117)
1,121,776
200,000
(143,289)
110,587
-
-
-
-
-
92,252
-
-
-
-
-
1,121,776
200,000
(143,289)
110,587
92,252
6,318,776
182,553
(393,097)
6,108,232
r
o
F
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
18
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Consolidated statement of cash flows
For the year ended 30 June 2018
Cash flows from operating activities
Receipts from customers
Payment to suppliers and employees
Refund / (payment) of income tax
Net cash from operating activities
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for property, plant and equipment
Payments for intangibles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Costs of raising capital
Acquisition cost
Net cash from financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
Note
Consolidated Group
2017
2018
$
$
7,053,413
(6,590,595)
(452,429)
5,078,271
(4,362,732)
41,965
25
10,389
757,503
9
10
13
-
(2,551,576)
(1,803,844)
(35,000)
(627,990)
-
(4,355,420)
(662,990)
1,121,776
(69,547)
-
3,990,000
(184,221)
(244,608)
1,052,230
3,561,171
(3,292,801)
3,763,226
3,655,685
107,541
78,135
29,406
6
470,425
3,763,226
107,541
r
o
F
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
19
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 1. Significant accounting policies
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-
profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of
available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes
of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary
information about the parent entity is disclosed in note 20.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Field Solutions Holdings Limited
('Company' or 'parent entity') as at 30 June 2018 and the results of all subsidiaries for the year then ended. Field Solutions Holdings
Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the
loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book
value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in
the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the
consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Revenue recognition
Revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received or receivable.
Sale of goods
Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and
rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and
trade discounts.
20
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 1. Significant accounting policies (continued)
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Rendering of services
Rendering of services revenue from software maintenance fees is recognised by reference to the stage of completion of the contracts.
Stage of completion is measured by reference to labour hours incurred to date as a percentage of total estimated labour hours for each
contract. Where the contract outcome cannot be reliably estimated, revenue is only recognised to the extent of the recoverable costs
incurred to date.
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.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax
rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused
tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are
recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of
the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
●
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.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets
recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount
to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future
taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current
tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same
taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal
operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period;
or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after
the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for
the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer
the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
21
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 1. Significant accounting policies (continued)
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes 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.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method,
less any provision for impairment. Trade receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing
the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the Group
will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than
60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the
difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original
effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding
land) over their expected useful lives as follows:
Property, Plant and equipment
Fixtures and fittings
Motor Vehicles
3-20 years
3-10 years
3-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated
useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group.
Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve
relating to the item disposed of is transferred directly to retained profits.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date
of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised
and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less
amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are
measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful
lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted
for prospectively by changing the amortisation method or period.
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
22
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 1. Significant accounting policies (continued)
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Customer contracts
Customer contracts acquired in a business combination or asset acquisition contract are amortised on a straight-line basis over the
period of their expected benefit, being their finite life of 2-5 years.
Intellectual Property
IP acquired in a business combination or asset acquisition contract is amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 2-5 years.
Impairment of non-financial assets
Goodwill and other 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 non-financial assets
are reviewed 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.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of
the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which
the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are
unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and
are usually paid within 30 days of recognition.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly
within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at
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 of service. Expected future payments are discounted using market yields at the reporting date on national government
bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is
based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence
of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act
in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation
techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Issued capital
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.
23
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 1. Significant accounting policies (continued)
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other
assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or
liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For
each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share
of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other
pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group re-measures its previously held equity interest in the acquiree at the
acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the
fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration
classified as equity is not re-measured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the
acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is
recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net
assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer
on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-
controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the
acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts
recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about
the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months
from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the Owners of Field Solutions Holdings Limited, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial
year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income
tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of
shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from
the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or
payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are
recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed
net of the amount of GST recoverable from, or payable to, the tax authority.
24
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 1. Significant accounting policies (continued)
New Accounting Standards for Application in Future Periods
Accounting Standards issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the
potential impact of such pronouncements on the Group when adopted in future periods, are discussed below:
AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or
after 1 July 2018).
The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes
revised requirements for the classification and measurement of financial instruments requirements for financial instruments
and hedge accounting.
The key changes that may affect the Group on initial application include certain simplifications to the classification of
financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and
the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in
other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in
the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its
hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting
would be largely prospective.
The Group has established an AASB 9 project team and is in the process of completing its impact assessment of AASB 9.
Based on a preliminary assessment performed over each line of business and product type, the effects of AASB 9 are not
expected to have a material effect on the Group.
AASB 2014-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2014)
AASB 2014-7 (issued December 2014) gives effect to the consequential amendments to Australian Accounting Standards
(including Interpretations) arising from the issue of AASB 9: Financial Instruments (December 2014). More significantly,
additional disclosure requirements have been added to AASB 7: Financial Instruments: Disclosures regarding credit risk
exposures of the entity. This Standard also makes various editorial corrections to Australian Accounting Standards and an
Interpretation.
AASB 2014-7 mandatorily applies to annual reporting periods beginning on or after 1 January 2018. Earlier application is
permitted, provided AASB 9 (December 2014) is applied for the same period.
AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 July 2018,
as deferred by AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15).
AASB 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with
customers. The Group has established an AASB 15 project team and is in the process of completing its impact assessment of
AASB 15. Based a preliminary assessment performed over each line of business and product type, the effects of AASB 15 are
not expected to impact the Group.
AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15
This Standard amends the mandatory effective date (application date) of AASB 15: Revenue from Contracts with
Customers so that AASB 15 is required to be applied for annual reporting periods beginning on or after 1 January 2018
instead of 1 January 2017. Therefore, this Standard also defers the consequential amendments that were originally set out
in AASB 2014-5: Amendments to Australian Accounting Standards arising from AASB 15. This deferral is achieved in a
variety of ways because some of the Standards amended by AASB 2014-5 have been superseded by new principal versions
issued in 2015 that apply to annual reporting periods beginning on or after 1 January 2017 or 2018. This Standard amends
Interpretation 1052: Tax Consolidation Accounting to update the cross-references to Standards and to remove the
references to dividends and other distributions, so that the wording of Int 1052.45 is appropriate for annual reporting
periods beginning on or after 1 January 2018. AASB 15 is also reformatted to follow the structure of the new principal
versions of other Standards by deleting or moving the Aus-numbered “Application” paragraphs.
AASB 2016-3: Amendments to Australian Accounting Standards – Clarifications to AASB 15
AASB 2016-3 (issued May 2016) makes amendments to AASB 15 to:
-
clarify the requirements for assessing whether two or more promises to transfer goods or services to a customer are
separately identifiable when identifying performance obligations in accordance with AASB 15.27(b) and the factors
indicating this assessment;
elaborate on the assessment of “control” over goods or services when determining whether an entity is acting as a
principal or agent
clarify the timing of revenue recognition from licensing transactions; and
extend the application of practical expedients on transition to AASB 15.
l
y
n
o
•
e
s
u
•
l
a
n
o
s
r
e
p
•
•
r
o
F
•
-
-
-
25
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 1. Significant accounting policies (continued)
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
AASB 2016-3 mandatorily applies to annual reporting periods beginning on or after 1 January 2018, with earlier application
permitted.
When effective, this Standard will replace the current accounting requirements applicable to revenue with a single,
principles-based model. Apart from a limited number of exceptions, including leases, the new revenue model in AASB 15 will
apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to
facilitate sales to customers and potential customers.
The core principle of the Standard is that an entity will 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
the goods or services. To achieve this objective, AASB 15 provides the following five-step process:
-
-
-
-
-
identify the contract(s) with a customer;
identify the performance obligations in the contract(s);
determine the transaction price;
allocate the transaction price to the performance obligations in the contract(s); and
recognise revenue when (or as) the performance obligations are satisfied.
The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior period
presented per AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain practical
expedients in AASB 15); or recognise the cumulative effect of retrospective application to incomplete contracts on the date
of initial application. There are also enhanced disclosure requirements.
Going Concern
The financial statements of the Consolidated Group have been prepared on the going concern basis. As at 30 June 2018 the Group
had working capital of $941,837 and reported a loss after tax of $465,117 (2017: loss after tax of $994,588). The Consolidated Group
expects that net cash inflows from operating activities will be sufficient to cover the costs of operating. Planned construction activity
will be funded by a combination of debt and capital raise being based on specific defined project requirements. The directors are of
the opinion that it is reasonable to believe that the Group will be able to pay its debts as and when they fall due and therefore the
going concern basis is appropriate.
Note 2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements,
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
(refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account
the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-
settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity.
Provision for impairment of receivables
The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is
assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge
of the individual debtor's financial position.
26
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 2. Critical accounting judgements, estimates and assumptions (continued)
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is
assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory
obsolescence.
Fair value measurement hierarchy
The Group is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level
of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical
assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is
placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash
flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other
event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or
technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other
indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 1. The
recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the
use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future
cash flows.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting
date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger
exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations,
which incorporate a number of key estimates and assumptions.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the
provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which
the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current
understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences
will impact the current and deferred tax provisions in the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.
Employee benefits provision
As discussed in note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting date are
recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting
date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation
have been taken into account.
27
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 2. Critical accounting judgements, estimates and assumptions (continued)
Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes
future cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application
of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and
circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position
by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in
profit or loss.
Warranty provision
In determining the level of provision required for warranties the Group has made judgements in respect of the expected performance
of the products, the number of customers who will actually claim under the warranty and how often, and the costs of fulfilling the
conditions of the warranty. The provision is based on estimates made from historical warranty data associated with similar products
and services.
Measurement of capitalisation items
The group’s accounting policy disclose the requirements for items to be capitalised. The group has established a control framework
whereby the amounts capitalised are reviewed based on observable information such as timesheets to ensure the amounts
capitalised appropriately reflect the actual costs incurred.
Business combinations
As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired,
liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all available information at
the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable,
to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported
Note 3. Operating segments
The Group has identified its operating segments based on internal reports that are reviewed and used by the Board of Directors (chief
operating decision makers) in assessing performance and determining the allocation of resources. The Group only operates in one
business segment being Telco managed cloud and hosting services.
The operating segment information is the same information as provided throughout the financial statements and therefore
not duplicated.
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Note 4. Revenue
From operations
Sales revenue
Sales from operations
Other revenue
Other revenue
Revenue
28
Consolidated Group
2017
2018
$
$
7,433,492
5,205,335
7,181
2,764
7,440,673
5,208,099
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
Total
F
Field Solutions Holdings Limited
Notes to the consolidated financial statements
30 June 2018
Note 5. Income tax expense/(benefit)
Income tax expense/(benefit)
Current tax
Deferred tax
Underprovision for prior year
Income tax expense
Numerical reconciliation of income tax benefit and tax at the statutory rate
Profit/(loss) before income tax expense
Tax at the statutory tax rate of 27.5%
Income tax expense/(benefit)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Accounting for reverse acquisition
Acquired goodwill impaired
Share based payment not deductible
Impact of timing difference not previously brought to account
Impact of cost-base resetting
Other non-deductible expenses
Benefit of R&D offset
Underprovision for prior year and benefit of timing differences not previously recognised
Income tax expense/(benefit)
Deferred tax asset
Comprising:
Transaction cost of equity issue
Superannuation accrued not deductible
Annual leave provision
Provision for doubtful debts
Provision for income tax
Deferred tax liability
Comprising:
Property, plant and equipment tax cost base resetting
Difference between tax cost base and book value of assets
Total
29
Consolidated Group
2018
$
2017
$
(414,990)
(4,970)
11,111
21,872
(42,779)
31,862
(408,849)
10,955
(873,966)
(986,307)
(240,341)
(271,234)
(240,341)
(271,234)
-
-
30,411
-
-
101,970
(312,000)
11,111
(28,318)
346,490
-
(26,729)
4,981
65,904
(112,000)
31,862
(408,849)
10,955
192,072
180,400
118,709
21,460
46,037
5,866
142,833
14,686
12,570
10,311
192,072
180,400
(557,503)
310,612
10,602
10,602
2,391
8,211
2,391
8,211
10,602
10,602
Field Solutions Holdings Limited
Notes to the consolidated financial statements
30 June 2018
Note 6. Current assets - cash and cash equivalents
Cash at bank
l
y
n
o
Note 7. Current assets - trade and other receivables
Trade receivables
Less: Provision for impairment of receivables
e
s
u
Consolidated Group
2017
2018
$
$
470,425
3,763,226
Consolidated Group
2017
2018
$
$
1,368,136
(21,330)
997,044
(37,497)
1,346,806
959,547
Credit risk
The Group 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 7. The class of assets described as “trade and other
receivables” is considered to be the main source of credit risk related to the Group.
The following table details the Group’s trade and other receivables exposed to credit risk (prior to collateral and other credit
enhancements) with ageing analysis and impairment provided for thereon. Amounts are considered as “past due” when the debt has
not been settled, with the terms and conditions agreed between the Group and the customer or counterparty to the transaction.
Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there
are specific circumstances indicating that the debt may not be fully repaid to the Group.
The balances of receivables that remain within initial trade terms (as detailed in the table) are considered to be of high credit quality.
l
a
n
o
s
r
e
p
2018
r
Total
o
F
Total
2017
Trade and term receivables
Trade and term receivables
Gross
Amount
$
Past Due
and
Impaired
$
Past Due but Not Impaired
(Days Overdue)
Within Initial
Trade Terms
$
< 30
31–60
61–90
> 90
1,389,466
(21,330)
121,616
332,159
145,939
430,296
338,125
1,389,466
(21,330)
121,616
332,159
145,939
430,296
338,125
997,044
(37,497)
129,244
997,044
(37,497)
129,244
87,577
87,577
39,903
39,903
153,679
153,679
586,641
586,641
30
Consolidated Group
2017
2018
$
$
-
10,943
Consolidated Group
2017
2018
$
$
3,353,342
(542,809)
2,810,533
304,159
(193,771)
110,388
60,000
(25,524)
34,476
665,605
(200,528)
465,077
291,286
(120,442)
170,844
60,000
(13,500)
46,500
2,955,398
682,421
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 8. Current assets - other
Prepayments
Note 9. Non-current assets - property, plant and equipment
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Plant and equipment - at cost
Less: Accumulated depreciation
Fixtures and fittings - at cost
Less: Accumulated depreciation
Motor vehicles - at cost
Less: Accumulated depreciation
Consolidated Group:
Balance at 1 July 2016
Additions
Disposals
Depreciation expense
Balance at 30 June 2017
Additions
Disposals
Depreciation expense
Balance at 30 June 2018
Movements in Carrying Amounts
Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the
current financial year:
Plant and
equipment
Fixtures and
Fittings
Motor
Vehicles
Total
114,455
450,861
-
(100,239)
465,077
2,687,737
-
(342,281)
2,810,533
99,157
117,128
-
(45,441)
170,844
12,873
-
(73,329)
110,388
-
60,000
-
(13,500)
46,500
-
-
(12,024)
34,476
213,612
627,989
-
(159,180)
682,421
2,700,610
(427,634)
2,955,398
On 5 July 2018, Field Solutions entered into a binding heads of agreement to acquire some of the assets of Australian National Telecom
Pty Ltd (ANT). ANT provides satellite and fixed line communication services, predominantly in rural and regional Australia.
Consideration of $1,395,912 has been paid in the form of cash and fully paid ordinary shares in FSG to the value of $200,000. The assets
acquired include customer contracts, computer software, patents and copyright, furniture and fittings, and property plant and
equipment including computer and networking assets.
On 20 March 2018, Field Solutions acquired the assets and customers of South Western Wireless (in administration) - (SWW).
Consideration of $590,000 has been paid in the form of cash and assuming balance sheet liabilities of employees. The assets acquired
include property, plant and equipment including telco network assets.
31
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 10. Non-current assets - intangibles
l
y
n
o
Customer Contracts
Computer software and IP
Less: Accumulated amortisation
Less: Impairment losses
e
s
u
Inpairment disclosures
No goodwill is carried in the accounts at 30 June 2018.
Consolidated Group:
Balance at 1 July 2016
Additions
Disposals
Amortisation expense
Balance at 30 June 2017
Additions
Disposals
Amortisation expense
Balance at 30 June 2018
l
a
n
o
s
r
e
p
Consolidated Group
2017
2018
$
$
1,547,364
1,146,478
2,693,842
65,000
625,000
690,000
(664,315)
-
(125,000)
-
2,029,527
565,000
Customer Contracts
and costs
Computer
software and IP
Total
-
65,000
-
(25,000)
40,000
1,482,364
-
(384,455)
1,137,909
625,000
-
-
(100,000)
525,000
521,478
-
(154,860)
891,618
625,000
65,000
-
(125,000)
565,000
2,003,842
-
(539,315)
2,029,527
Intangible assets include those acquired during the year from ANT including customer contracts, IP and in-house software
($1,243,702), customer contracts acquired ($238,662) and in-house software developed including the wholesale portal and telco
billing system ($521,478) together with associated costs.
Product development costs
Expenditure on research activites is recognised as an expense in the income statement in the period in which it is incurred. Where no
internally generated intangible asset can be recognised, development expensiture is rescognised as an expense in the income
statement in the period as incurred. An intangible asset arising from development (or from the development phase of an internal
project) is recognised if, and only if, all of the following are demonstrated:
-
r
-
o
-
-
-
F
the technical feasibility of completing the intangible assets so that it will be avalibale for use or sale
the intention to complete the intangible asset to use or sell it
the ability to use or sell the intangible asset
how the intangible asset will generate probable future economic benefits
the availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset, and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
-
The expenditure capitalised includes the cost of direct labour and materials that are directly attributable to preparing the asset for its
intended use.
Product development assets are stated at cost less accumulated amortisation and impairment and are amortised on a straight-line
basis over their useful lives, which is up to a maximum of 5 years.
32
Field Solutions Holdings Limited
Notes to the consolidated financial statements
30 June 2018
Note 11. Current liabilities - trade and other payables
Trade Payables
Other payables and accruals
Note 12. Current liabilities - employee benefits
Employee benefits
Note 13. Equity - issued capital
Ordinary shares-fully paid
Movements in ordinary share capital
Ordinary shares - fully paid, opening balance
Placement - Directors
Placement - Directors
Placement – Facilitation of acquisition
Placement – public issue
Share issue cost (net of tax)
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Consolidated Group
2017
2018
$
$
831,612
433,879
293,289
309,303
1,265,491
602,592
Consolidated Group
2017
2018
$
$
167,406
45,708
2018
Shares
Consolidated Group
2018
2017
$
Shares
2017
$
430,014,401
363,508,274
6,318,776
5,029,702
Consolidated Group
Issue
Date
2018
shares
25 July 2017
25 July 2017
15 December 2017
6 March 2018
363,508,274
120,000
3,813,333
6,483,994
56,088,800
-
430,014,401
2018
$
5,029,702
3,374
107,213
200,000
1,121,776
(143,289)
6,318,776
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the
number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a
limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
Share buy-back
There is no current on-market share buy-back.
33
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 13. Equity - issued capital (continued)
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns
for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total
borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the
current Company's share price at the time of the investment. The Group is actively pursuing additional investments in the short term
as it continues to integrate and grow its existing businesses in order to maximise synergies.
The capital risk management policy remains unchanged from the 2017 Annual Report.
The share reserve is for shares issued pursuant to the BMS acquisition which is expected to finalise by 31 December 2018. Reserves
are the fair value of the options, granted on grant date as detailed in Note 21.
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
34
Note 14. Equity - reserves
Shares reserve pursuant to business acquisition
Options reserve
Total reserves
Note 15. Equity - retained profits
Retained profits at the beginning of the financial year
Profit/(loss) after income tax expense for the year
Retained profits at the end of the financial year
Note 16. Equity - dividends
Consolidated Group
2018
$
2017
$
30,000
152,553
30,000
60,301
182,553
90,301
Consolidated Group
2017
2018
$
$
72,020
(465,117)
1,066,608
(994,588)
(393,097)
72,020
There were no dividends paid, recommended or declared during the current or previous financial year.
d Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 17. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate
risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial
instruments such as forward foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging
purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to
which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing
analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board').
These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits.
Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance reports to the Board on a monthly
basis.
The totals for each category of financial instruments, measured in accordance with AASB 139 are as follows:
Note
2018
$
2017
$
6
7
470,425
1,346,806
3,763,226
959,547
1,817,231
4,722,773
11
1,265,491
602,592
1,265,491
602,592
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
Financial assets
Cash and cash equivalents
Trade receivables
Total financial Assets
Financial liabilities
Trade and other payables
Total financial liabilities
Market risk
Foreign currency risk
The Group is not exposed to any significant foreign currency risk.
Price risk
The Group is not exposed to any significant price risk.
r
o
F
Credit risk
The Group is not exposed to any significant credit risk.
Interest rate risk
The Group is not exposed to any significant interest risk.
Impairment of receivables
The Group has no impairment of receivables
Liquidity risk
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring
actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
35
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 18. Key management personnel disclosures
l
Directors
The following persons were Directors of Field Solutions Holdings Limited during the financial year:
Dr Kenneth Carr
Mr Andrew Jake Roberts
Mr Mithila Nath Ranawake
Mr Wayne Wilson
Other key management personnel
The following person also had the authority and responsibility for planning, directing and controlling the major activities of the Group,
directly or indirectly, during the financial year:
Mr Graham Henderson (Company Secretary)
Compensation
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member
of the Group’s key management personnel (KMP) for the year ended 30 June 2018
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
Consolidated Group
2018
$
2017
$
446,000
37,810
-
110,587
389,677
18,209
-
-
594,397
407,886
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total KMP compensation
Short-term employee benefits
These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all salary, paid leave
benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.
Post-employment benefits
These amounts are the current-year’s estimated costs of providing for the Group’s defined benefits scheme post-retirement,
superannuation contributions made during the year and post-employment life insurance benefits.
Other long-term benefits
These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred bonus
payments.
Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair
value of the options, rights and shares granted on grant date.
36
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 19. Related party transactions
Parent entity
Field Solutions Holdings Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 23.
Key management personnel
Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in the Directors' report.
Transactions with related parties
The Group’s related parties are only with key management. Unless otherwise stated, none of the transactions incorporate special terms
and no guarantees were given or received. Outstanding balances are usually settled in cash.
Note 20. Parent entity information
The following information has been extracted from the books and records of the financial information of the parent entity set out
below and has been prepared in accordance with Australian Accounting Standards.
Statement of profit or loss and other comprehensive income
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Equity
Profit after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Issued capital
Capital raising cost
Share issue reserve
Retained profits
Total equity
37
Parent
2018
$
2017
$
431,333
518,608
431,333
518,608
Parent
2018
$
2017
$
1,189,037
1,263,647
3,722,826
2,702,424
486,527
925,350
497,128
935,952
1,122,886
(41,992)
122,252
2,022,552
100
-
30,000
1,618,359
3,225,698
1,755,576
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 20. Parent entity information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2018.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2018.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2018.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for the following:
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an
impairment of the investment.
A summary of the movements of all Group options issues is as follows:
Note 21. Options
a
n
o
s
Options outstanding as at 1 July 2016
Granted
r
Exercised no 1
Exercised no 2
e
Consolidation 1:50
Options outstanding as at 30 June 2017
p
Options outstanding as at 30 June 2018
Options exercisable as at 30 June 2018
Options exercisable as at 30 June 2017
Number
74,911,796
46,819,841
(46,042)
(21,072)
(119,231,233)
2,433,290
12,433,920
12,433,920
2,433,290
Weighted
Average
Exercise Price
$0.1250
$0.00865
$0.00866
$0.00866
$0.125
$0.04859
$0.04859
$0.125
No options were exercised during the year ended 30 June 2018.
The weighted average remaining life of options outstanding at year-end was 1.8 years.
The weighted average fair value of options granted during the year was $92,252. These values were calculated using the Black-
Scholes option pricing model applying the following inputs:
$0.03
Weighted average exercise price:
2 years
Weighted average life of the option:
87%
Expected share price volatility:
1.97%
Risk-free interest rate:
Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future
movements.
The life of the options is based on the historical exercise patterns, which may not eventuate in the future.
l
y
n
o
e
s
u
●
●
●
l
r
o
F
38
On 25 July 2017 120,000 ordinary shares have been issued to the Chief Executive Officer, Andrew Roberts.
On 18 December 2017, in accordance with the resolution approved at the AGM of Field Solutions Holding Limited (ASX: FSG) 3,813,333
ordinary shares have been issued to the Chief Executive Officer, Andrew Roberts.
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described in note 1:
Fair Value
$
110,587
110,587
Principal place of business /
Country of incorporation
Ownership interest
2017
2018
%
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
No matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect the Group's
operations, the results of those operations, or the Group's state of affairs in future financial years.
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 22. Share based payment
Share based payment
Note 23. Interests in subsidiaries
Freshtel Australia Pty Ltd
Freshtel Pty Ltd
FSG Infrastructure Pty Ltd (previously Voicedot Networks Pty Ltd)
FSG Construction Pty Ltd (previously Virbiage Pty Ltd)
Field Audit Pty Ltd
Field Solutions Group Pty Ltd
FSG RSP Pty Ltd (incorporated 24 July 2017)
Field Solutions Technology Services Pty Ltd
Note 24. Events after the reporting period
l
y
n
o
Total
e
s
u
l
Name
a
n
o
s
r
e
p
r
o
F
39
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 25. Reconciliation of profit/(loss) after income tax to net cash from operating activities
Profit/(loss) after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Increase in trade and other receivables
Acquisition and other listing costs
Increase / (decrease) in other assets
Increase in trade payables
Share based payment
Tax payable
Increase/ (decrerase) in annual leave provision
Net cash from operating activities
Note 26. Contingent Liabilities
There are no contingent liabilities as at 30 June 2018.
Note 27. Earnings per share
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
Profit/(loss) after income tax attributable to the Owners of Field Solutions Holdings Limited
Weighted average number of ordinary shares used in calculating basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share
Basic earnings per share
Diluted earnings per share
r
o
F
40
Consolidated Group
2017
2018
$
$
(465,117)
(994,588)
966,951
(387,259)
-
10,943
662,899
110,587
(861,278)
(27,337)
284,180
(129,828)
1,518,732
(10,945)
36,619
-
52,921
413
10,389
757,503
Consolidated Group
2017
2018
$
$
(465,117)
(994,588)
Number
Number
383,185,908
72,450,095
383,185,908
72,450,095
Cents
Cents
(0.12)
(0.12)
(1.37)
(1.37)
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Notes to the consolidated financial statements
30 June 2018
Note 28. Lease Commitments
Non-cancellable operating lease commitments not capitalised in the financial statements
Not later than one year
Later than one year but not later than five years
Later than five years
Total payable – Minimum lease payments
Note 29. Remuneration of auditors
Auditing or review of the financial statements
Taxaton service
Due diligence service
During the financial year the following fees were paid or payable for services provided by Hall Chadwick Pty Ltd, the
auditor of the Company:
Consolidated Group
2018
$
2017
$
58,932
235,775
-
294,707
39,952
218,615
-
258,767
Consolidated Group
2018
$
2017
$
58,500
4,500
-
63,000
52,500
12,000
46,829
111,329
The registered office and principal place of business of the Company are:
Note 30. Company Details
Registered office
c/- KPMG
33 George Street
LAUNCESTON TAS 7250
AUSTRALIA
Principal place of business
Suite 38
23 Narabang Way
BELROSE NSW 2085
AUSTRALIA
l
y
n
o
e
s
u
l
Total
a
n
o
s
r
e
p
r
o
F
41
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors' declaration
30 June 2018
In the Directors' opinion:
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations
Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2018 and of
its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Dr Kenneth Carr
Director and Chairman
6 September 2018
Australia
___________________________
Mr Mithila Nath Ranawake
Director
●
l
y
n
o
●
●
●
e
s
u
l
a
n
o
s
r
e
p
r
o
F
42
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Independent auditor's report to the members of Field Solutions Holdings Limited
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
43
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Independent auditor's report to the members of Field Solutions Holdings Limited
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
44
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Independent auditor's report to the members of Field Solutions Holdings Limited
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
45
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Independent auditor's report to the members of Field Solutions Holdings Limited
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
46
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Independent auditor's report to the members of Field Solutions Holdings Limited
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
47
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Independent auditor's report to the members of Field Solutions Holdings Limited
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
48
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Shareholder information
30 June 2018
The shareholder information set out below was applicable as at 30 June 2018.
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Convergent Technology
HOLDREY PTY LTD
ELLENKAY PTY LTD
GBBM PTY LIMITED
SMC CAPITAL PTY LTD
MR RICHARD VICTOR GAZAL
RATT SUPERANNUATION PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ACTION SUPERANNUATION PTY LTD
MR RICHARD PROPERT WILLIAMS + MRS CATHERINE WILLIAMS
MR ANDREW ROBERTS
CITYSTYLE HOLDINGS PTY LTD
MR BRUCE MILTON WEISE + MRS BARBARA KATHLEEN WEISE
SOOTHJET PTY LIMITED
EXTREME OUTDOOR PTY LTD
L & H MCGUIRE SUPER PTY LTD
AUSWED SECURITIES PTY LTD
KERRIE PATRICIA CROAKER + STUART GLENDON CROAKER
MR MARK ANTHONY BETAR + MRS LYNETTE LEE BETAR
KORE CAPITAL PTY LTD
Unquoted equity securities
There are no unquoted equity securities.
Substantial holders
Substantial holders in the Company are set out below:
l
y
n
o
e
s
u
l
a
n
o
s
r
e
p
r
o
F
Convergent Technology
49
Ordinary shares
Number
held
% total
shares
issued
186,464,286
16,305,136
9,622,020
7,601,330
7,000,000
5,000,000
4,520,000
4,424,514
4,400,000
4,000,000
3,835,683
3,723,162
3,700,000
3,525,666
3,500,000
3,350,000
3,241,997
3,241,997
3,000,000
3,000,000
43.36
3.79
2.24
1.77
1.63
1.16
1.05
1.03
1.02
0.93
0.89
0.87
0.86
0.82
0.81
0.78
0.75
0.75
0.70
0.70
283,455,791
65.92
Ordinary shares
Number
held
% of total
shares
issued
186,464,286
43.36