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Annual Report
2019
Contents
CEO Update
Corporate Directory
Directors’ Report
Auditors’ Independence Report
Financial Statements
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 Auditors’ Report
Shareholder information
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ANNUAL REPORT 2019 1
18%
Revenue
increase
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2 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings Limited
ABN 92 111 460 121
30 June 2019
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CEO Update
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Dear Shareholders,
I am pleased to report to you on our FY 18/19 results. It
is important to reiterate our goal to become Australia’s
leading provider for rural, remote and regional
telecommunications.
Despite the challenging times the drought has brought,
most businesses have taken this as an opportunity
to improve productivity and reduce waste, which
rural Australians are very good at. The NBN build
out completes next year and there are still many
communities and agri-businesses which are not serviced
by the NBN. Our target market has been the agribusiness
and local business and more recently the mining and
electricity generators, all of which would benefit from
faster and more productive use of the internet and
communications in general.
There are still regional business operating on limited 3G
/ 4G coverage, NBN was focused on residential towns,
our focus is on business with a much higher ARPU and
higher demands for service. It is these businesses and
government services that create the jobs and the wealth
for the residents. We have been a strong supporter of
those communities and have continued to invest and
focus on the areas where we can provide value adding
services at an economical rate which provides long term
a good return to our shareholders
I would like to thank our directors, for their continued
efforts through an extremely busy and challenging
12 months of growth. Our FY 18/19 financials reflect
the bedding down of our acquisitions and improved
operational systems and processes together with
significant growth in both revenue (18%) and EBITDA
(71%). We continue to review acquisition opportunities
which help to expand our network and reduce our cost
per service.
Most pleasing was our return to a significant positive
cashflow position of $0.945m. This highlights the
strength of our underlying Regional Service Provider
businesses (JustISP and ANT Communications) as
we continue our financial investment in building our
networks. We invested some $2.606m cash and
borrowings this year which will continue to bring in
incremental high margin revenues on our own network
for many years to come.
Our team’s commitment to our mission has been
at the core of our success this year. Each and every
team member shares the vision and passion to deliver
solutions to rural, remote and regional Australia. We
have ensured the majority of our operational people are
located in the areas we serve. Local people, local jobs,
building skills to keep communities together has been
our message to councils and business communities.
We now have operations across central Queensland
and Northern and Southern NSW. FY 18/19 also saw
us commence operations in Victoria and the Northern
Territory.
Our team’s commitment to our mission has been at
the core of our success this year. Each and every team
member shares operational people are located in the
areas we serve. We now have operations across central
Queensland and Northern and Southern NSW. FY 18/19
also saw us commence operations in Victoria and the
Northern Territory.
Operational Overview
There have been several highlights throughout FY18/19,
not least of which was the completion of a first-of-a-
kind shire-wide network project for the Blackall-Tambo
Regional Council. We completed the core backbone
infrastructure of five telecommunications towers,
enabling symmetric internet delivery between Blackall
and Tambo. FY19/20 will see us extend the network and
connect business and residents across the shire.
Our Northern NSW network corridor continues to
grow, with two large network builds completed during
the year. The communities of Weemelah and Mungindi
partnering with FSG have benefited from the delivery
of our network backbone and local services. This
network is providing high speed, symmetric broadband
to agribusiness and residents not serviced by NBN’s
terrestrial products.
In addition, the Shire of Narrabri assisted FSG to deliver
network services across their shire. The Narrabri Shire
network reaches from the township of Narrabri to the
remote communities of Wee Waa and Bellata.
Our QLD field operations team was also busy and
completed three large mining networks around Emerald
and Rolleston.
ANNUAL REPORT 2019 3
Field Solutions Holdings Limited
ABN 92 111 460 121
30 June 2019
CEO Update continued
Finally, I would like to thank the previous and current
Board, the shareholders of Field Solutions Holdings
Limited and the staff of FSG, for without your significant
contribution and support we would not be where we are
today.
I look forward to sharing an exciting FY19/20 with you
all, and delivering true broadband to the business,
agribusiness and residents of rural, remote and regional
Australia.
Everyone at FSG is very excited about the growth
potential and development opportunities ahead for the
company, and we hope you will continue to be part of
our journey.
Andrew Roberts
Group Managing Director and CEO
And FSG won the Northern Territory Government
Remote Nurses tender to supply satellite-based services
to 300+ remote locations across the Northern Territory.
Outlook
I said it last year, and again this year, FSG would not
have chosen the listed path if there was not something
special and challenging about our business model. Our
focus is on serving rural, remote and regional Australia
and we are determined to continue to support these
communities in FY 19/20. We are also working hard on a
number of NSW and QLD government grants which are
due to be released in Q2 FY 19/20.
We are looking forward to building more networks
in FY19/20. Our NSW field operations team will be
commencing build activities in our NSW central corridor
in the Shires of Narromine and Warren. As we write this
report we have completed planning and quotation of an
additional three networks in Southern QLD.
FY19/20 will see an investment in our National MPLS
backbone, together with an expansion of products and
services as we build our regional sale teams.
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4 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings Limited
ABN 92 111 460 121
30 June 2019
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Corporate Directory
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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 30 August
2019. The Directors have the power to amend and reissue
the financial statements.
Directors
nn Dr Kenneth Carr
nn Mr Andrew Roberts
nn Mr Mithila Ranawake
nn Ms Wendy Tyberek
nn Dr Phillip Carter
Company Secretary
nn Ms Sinead Teague
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).
Automic – share registry
Level 5, 126 Phillip Street
SYDNEY NSW 2000
Tel: +61 2 9698 5414
Website - www.fieldsolutions-group.com
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/
ANNUAL REPORT 2019 5
Australia’s
leading
rural &
remote ISP
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6 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
Field Solutions Holdings Limited
ABN 92 111 460 121
30 June 2019
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Directors’ Report
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 2019.
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General Information
Directors
The following persons were Directors of Field Solutions
Holdings Limited during or since the beginning of the
financial year up to the date of this report.
Dr Kenneth Carr
Mr Andrew Roberts
Resignation
Appointed
2 May 2014
13 March 2017
Mr Mithila Ranawake 23 November 2010
Mr Wayne Wilson
Ms Wendy Tyberek
Dr Phillip Carter
13 March 2017
5 October 2018
5 October 2018
21 February 2019
Operating and Financial review
Principal Activities
The principal activities of the consolidated group
(Group) during the financial year were to develop and
deliver communications products and services.
These activities in detail are:
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nn telecommunications services designing, building
and operating telecommunications networks in
rural, regional and remote Australia.
nn operating its Retail Service Provider, JustISP,
delivering true broadband solutions to residents,
business and agribusiness in rural, regional and
remote Australia.
nn operating its Retail Service Provider, ANT
Communications, delivering broadband solutions
to residents and business customers.
nn Providing communications software development
and maintenance services
Our business model and objectives
The Group’s business model is based on being Australia’s
leading telecommunications carrier servicing rural,
regional and remote Australia.
Key elements and underlying objectives of our business
model are:
nn To deliver “true broadband” being the provision of
symmetric services to Rural, Regional and Remote
communities
nn To ‘not rely’ on the current 3G/4G and future 5G
technologies for the delivery of broadband in
Rural, Regional and Remote Australia
nn To work in partnership with each local community
to service their exact telecommunications
requirements
nn To ensure we have local support services in each
region where we operate
nn To deliver long term, multi-use telecommunication
assets in Rural, Regional and Remote communities
FSG operate as a telecommunications carrier and retail
service provider, building infrastructure in partnership
with the local government and the local community and
deploying telecommunications assets deep into rural,
remote and regional Australia. These infrastructure
assets service the technology needs for agribusiness,
business and residents, and are sold through retail
brands JustISP and ANT Communications.
The Consolidated Group also delivers wholesale services
to selected partner, agents and resellers that 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, Victoria, Northern Territory and
Queensland.
Review of operations
The revenue for the Group was $8,787,743 (2018:
$7,440,673) representing an increase of 18%. The Group
reported a positive EBITDA of $158,731 (2018: positive
$92,985) and Cashflows from Operations of
$945,146 (2018: $10,389). The increase in EBITDA (71%)
and Cashflows from Operations from prior year
ANNUAL REPORT 2019 7
Servicing
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local
government
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Directors’ Report continued
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represents increased operations and improvement in
operational efficiencies.
During the period the Consolidated Entity deployed and
expanded its carrier network across NSW, QLD, VIC and
NT.
Likely developments and expected results of operations
The Consolidated Entity is well placed to continue its
recent growth trajectory in FY 19/20 and is expected
to generate an increase in revenue consistent with prior
years.
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Our intention for FY 19/20 is to:
nn Commence build operations in Southern
Queensland
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 2019.
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 2019
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.
nn Commence build operations in Central NSW
nn Commence build operations in Southern NSW
nn Deliver additional regional fibre points of presence
nn Deliver great software and network automation
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.
Together with the above organic and grant assisted
grow, the consolidated entity will be evaluating accretive
acquisition opportunities.
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 2019,
and the number of meetings attended by each Director were:
Full Board
Nomination and Remuneration
Committee
Audit and Risk Committee
Attended
Eligible to attend
Attended
Held
Attended
Held
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Mr Mithila Nath Ranawake
Dr Kenneth Carr
Mr Andrew Roberts
Mr Wayne Wilson
Ms Wendy Tyberek
Dr Phillip Carter
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5
12
12
12
3
12
5
2
2
-
1
2
2
-
1
4
2
1
4
4
4
1
4
Held: represents the number of meetings held during the time the Director held office.
ANNUAL REPORT 2019 9
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
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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
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.
3 others, including 2 as chair.
He is currently a non-executive director of 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
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, an ASX listed workplace health
solutions provider. Prior to that he was the CFO of Consistel
Group in Singapore where he was instrumental in raising
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
10 Field Solutions Holdings Limited and Controlled Entities
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.
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.
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.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
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Wendy Tyberek
Finance Director
(CA, AICD, BBus)
Ms Tyberek is a chartered
accountant with over 25 years
experience in financial busines
management and related
technologies in Australia and the UK.
Wendy is the Finance Director and
CFO and leads the finance team for FSG, responsible for
the finance, compliance and reporting functions within
the group. She is a hands-on CFO focussed on achiving
results and has extensive experience in leading teams to
develop and deliver financially successful technology-
based solutions to private and public-sector enterprises.
Her previous roles have included senior positions with
MYOB, Comops (ASX:COM), Solution 6 and Deloitte.
Dr Phillip Carter
Non-Executive Director
(PhD, MAppFin, BEng, SFFIN, FAICD)
Phillip is a joint managing director
of Kestrel Capital Pty Ltd. He has
extensive experience developing
and financing technology rich
industrials in Australia, Europe and
the United States of America. As
chairman of Prism Group Holdings
business to a US competitor, delivering significant
returns to investors. Previously, Phillip headed a leading
United Kingdom technology consulting and investment
advisory practice and managed the InterTechnology Fund,
recognised by the European Private Equity and Valuations
Capital Association (EVCA) as one of the most active
development capital funds in Europe.
(a developer of enterprise management information
systems software), he led the restructure and turnaround
of its global operations and subsequent sale of the
Other current directorships: Kestrel Growth Companies
Limited, Tambla Limited and Chant West Holdings Limited.
Ms Sinead Teague
Company Secretary
Ms Teague has over ten years of company secretarial experience, working with a variety of ASX listed companies
across sectors such as technology, mining, financial and communications as well as providing company secretarial
services for other public, private and not-for-profit entities. Ms Teague has a Masters in Management and Corporate
Governance and a degree in Law with Government and is an associate member of the Governance Institute having
qualified as a Chartered Company Secretary through the ISCA (now Governance Institute).
Ms Teague is a Company Secretary with the Automic Group providing external company secretarial services.
ANNUAL REPORT 2019 11
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
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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:
nn Principles used to determine the nature and
amount of remuneration
nn Details of remuneration
nn Share-based compensation
nn 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 to 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:
nn competitiveness and reasonableness
nn acceptability to shareholders
nn performance linkage / alignment of executive
compensation
nn transparency
The Nomination and Remuneration Committee is
responsible for determining and reviewing remuneration
arrangements for its directors and executives.
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 achieve and earnings milestones pursuant to the
acquisition of Field Solutions Group Pty Ltd and other
businesses where short term incentives (STI’s) are
offered.
The Board has established an employee share option
plan (ESOP) which was approved by shareholders at
the 2017 AGM. The Board believes that the current
remuneration policy, together with the ESOP to
12 Field Solutions Holdings Limited and Controlled Entities
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:
nn 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).
nn Other performance incentives (such as STI’s) are
generally only paid once pre-determined key
performance indicators have been met.
nn Incentives in the form of ESOP options and shares
are intended to align the interests of KMP and the
Company with those of shareholders.
nn 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.
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.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
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One of FSG’s remote tower installations.
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 FY 19/20 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
ANNUAL REPORT 2019 13
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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
14 Field Solutions Holdings Limited and Controlled Entities
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.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
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Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group for the 2019 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-
annulation
$
Long service
leave
$
Equity-
settled
$
%
remuneration
$
Total
$
55,000
48,000
295,000
165,000
27,000
20,000
610,000
-
-
-
-
-
-
-
-
-
-
-
-
5,225
4,560
20,531
-
-
30,316
-
-
-
-
-
-
33,263
33,263
-
33,263
-
-
99,789
-
-
-
-
-
-
93,488
85,823
315,531
198,263
27,000
20,000
740,105
Non-Executive Directors:
Dr Kenneth Carr
Mr Mithila Nath
Ranawake
Executive Directors:
Mr Andrew Roberts
Ms Wendy Tyberek
Secretary:
Ms Sinead Teague*
Mr Graham Henderson
* Ms Teague is engaged through the Automic Group to provide company secretarial services to the Company
and does not form part of management.
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-
annulation
$
Long service
leave
$
Equity-
settled
$
%
remuneration
$
Total
$
55,000
48,000
295,000
48,000
446,000
-
-
-
-
-
-
-
-
-
-
5,225
4,560
28,025
-
37,810
-
-
-
-
-
-
-
110,587
-
110,587
-
-
-
-
-
60,225
52,560
433,612
48,000
594,397
Non-Executive Directors:
Dr Kenneth Carr
Mr Mithila Nath
Ranawake
Executive Directors:
Mr Andrew Roberts
Secretary:
Mr Graham Henderson
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 2019 are disclosed above.
Options
There were 21,000,000 options over ordinary shares issued to Directors as part of compensation for the period ended
30 June 2019. Issue of these options were approved by shareholders at the 2018 AGM.
ANNUAL REPORT 2019 15
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
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Shareholding
Additional disclosures relating to key management personnel
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:
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Ordinary shares
Dr Kenneth Carr
Mr Mithila Nath Ranawake
Mr Andrew Roberts
Ms Wendy Tyberek
Mr Wayne Wilson
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
2,500,000
2,066,667
191,152,115
187,196,432
466,669
383,381,883
-
-
-
-
-
-
500,000
911,520
1,804,377
-
3,215,897
-
-
-
-
-
-
3,000,000
2,066,667
192,063,635
189,000,809
466,669
386,597,780
There were 21,000,000 options over ordinary shares in the Company held during the financial year by Directors and
other members of key management personnel of the Group, including their personally related parties.
Expiry date
13 December 2021
13 December 2021
13 December 2021
Exercise price
$0.03
$0.045
$0.06
Number under option
9,000,000
6,000,000
6,000,000
21,000,000
Other Transactions with KMP and/or their Related Parties
During the year Andrew Roberts provided a loan of $120,000 to the business for short-term funding. This amount is
included in the short-term borrowings in the statement of financial position.
This concludes the remuneration report, which has been audited.
Shares under option
There were 33,433,290 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.
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Option holding
Grant date
13 December 2018
13 December 2018
13 December 2018
Grant date
1 April 2017
12 April 2018
13 December 2018
13 December 2018
13 December 2018
Expiry date
30 Sept 2020
12 April 2020
13 December 2019
13 December 2020
13 December 2021
Exercise price
$0.125
$0.03
$0.03
$0.045
$0.06
Number under option
2,433,290
10,000,000
9,000,000
6,000,000
6,000,000
33,433,290
16 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
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Shares issued on the exercise of options
There were no shares of Field Solutions Holdings Limited
issued as a result of the exercise of options during the
year ended 30 June 2019 and up to the date of this
report.
Indemnity and insurance of officers
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.
Non-audit services
There were no non-audit services provided during the
financial year by the auditor.
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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.
Auditor
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
________________________________________
Mithila Ranawake
Director
30 August 2019
Australia
ANNUAL REPORT 2019 17
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019Directors’ Report continued
Auditors’ Independence Report
FIELD SOLUTIONS HOLDINGS LIMITED
ABN 92 111 460 121
AND ITS CONTROLLED ENTITIES
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF FIELD SOLUTIONS HOLDINGS LIMITED
In accordance with Section 307C of the Corporations Act 2001, I am pleased to provide the
following declaration of independence to the directors of Field Solutions Holdings Limited. As
the lead audit partner for the audit of the financial report of Field Solutions Holdings Limited
for the year ended 30 June 2019, I declare that, to the best of my knowledge and belief,
there have been no contraventions of:
(i)
the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
HALL CHADWICK
Level 40, 2 Park Street
Sydney NSW 2000
Sandeep Kumar
Partner
Dated: 30 August 2019
A Member of PrimeGlobal
An Association of Independent
Accounting Firms
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18 Field Solutions Holdings Limited and Controlled Entities
SYDNEY · PENRITH · MELBOURNE · ADELAIDE · PERTH · DARWIN · BRISBANE
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Field Solutions Holdings Limited
ABN 92 111 460 121
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Financial Statements
for the year ended 30 June 2019
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ANNUAL REPORT 2019 19
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2019
Expenses
Employee benefit expense
Depreciation and amortisation
Communication and ISP Costs
Production costs
Occupancy cost
Administration
Software and equipment maintenance
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Profit/(loss) before income tax expense
(Income tax expense)/benefit
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Revenue
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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
Consolidated Group
Note
2019
$
2018
$
4
8,787,743
7,440,673
(2,299,408)
(1,195,583)
(4,659,657)
(279,618)
(361,308)
(42,187)
(1,041,257)
(1,948,022)
(966,951)
(4,096,570)
(270,764)
(213,819)
(66,465)
(752,048)
(1,091,275)
(873,966)
557,212
408,849
(534,063)
(465,117)
-
-
(534,063)
(465,117)
Cents
Cents
5
15
27
27
(0.12)
(0.11)
(0.12)
(0.12)
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The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes
20 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 121
Consolidated statement of financial position
For the year ended 30 June 2019
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Assets
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Current assets
Cash and cash equivalents
Trade and other receivables
Income tax
Total current assets
Non-current assets
Property, plant and equipment
Intangibles
Deferred tax
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Short-term borrowings
Employee benefits
Total current liabilities
Non-current liabilities
Deferred tax
Total non-current liabilities
Total liabilities
Net assets
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Equity
Issued capital
Reserves
Retained profits
Total equity
Consolidated Group
Note
2019
$
2018
$
6
7
5
8
9
5
10
11
12
5
13
14
15
367,218
470,425
1,140,000
1,346,806
484,048
1,991,266
557,503
2,374,734
4,722,216
1,673,563
205,741
2,955,398
2,029,527
192,072
6,601,520
5,176,997
8,592,786
7,551,731
1,125,006
1,265,491
1,558,084
-
225,137
167,406
2,908,227
1,432,897
10,602
10,602
10,602
10,602
2,918,829
1,443,499
5,673,957
6,108,232
6,318,776
252,341
(897,160)
6,318,776
182,553
(393,097)
5,673,957
6,108,232
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes
ANNUAL REPORT 2019 21
Field Solutions Holdings LimitedABN 92 111 460 121
Consolidated statement of changes in equity
For the year ended 30 June 2019
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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
Issued capital share based payment
Share reserve – Option valuation
Balance at 30 June 2018
Consolidated Group
Balance at 1 July 2018
Total comprehensive loss for the year
Issued capital from capital raise
Issued capital asset acquisition
Transfer of lapsed options
Issued capital share based payment
Share reserve – Option valuation
Balance at 30 June 2019
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Issued
capital
$
Reserves
$
Retained
profits
$
Total equity
$
5,029,702
90,301
72,020
5,192,023
-
-
-
1,121,776
200,000
(143,289)
110,587
-
-
-
-
-
-
-
-
92,252
(465,117)
-
(465,117)
-
(465,117)
(465,117)
-
-
-
-
-
1,121,776
200,000
(143,289)
110,587
92,252
6,318,776
182,553
(393,097)
6,108,232
Issued
capital
$
Reserves
$
Retained
profits
$
Total equity
$
6,318,776
182,553
(393,097)
6,108,232
-
-
-
-
-
-
-
-
-
-
-
-
(534,063)
-
(534,063)
(534,063)
(534,063)
-
-
(30,000)
-
99,788
-
-
30,000
-
-
-
-
-
-
99,788
6,318,776
252,341
(897,160)
5,673,957
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes
22 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 121
Consolidated statement of cash flows
For the year ended 30 June 2019
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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
Payments for property, plant and equipment
Payments for intangibles
Cash flows from financing activities
Proceeds from issue of shares
Costs of raising capital
Proceeds from short-term borrowings
Repayment of short-term borrowings
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
Consolidated Group
Note
2019
$
2018
$
8,963,231
(8,635,083)
616,999
7,053,413
(6,590,595)
(452,429)
25
945,146
10,389
8
9
(2,378,016)
(228,422)
(2,551,576)
(1,803,844)
11
-
-
1,742,139
(184,055)
1,121,776
(69,547)
-
1,558,084
1,052,230
(103,207)
470,425
(3,292,801)
3,763,226
6
367,218
470,425
Net cash used in investing activities
(2,606,438)
(4,355,420)
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The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
ANNUAL REPORT 2019 23
Field Solutions Holdings LimitedABN 92 111 460 121
Notes to the consolidated financial statements
For the year ended 30 June 2019
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Note 1. Significant accounting policies
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.
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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’).
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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 2019 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’.
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
The Group has applied AASB 15: Revenue from Contracts
with Customers using the cumulative effective method.
Therefore, the comparative information has not been
restated and continues to be presented under AASB
118: Revenue and AASB 111: Construction Contracts. The
details of accounting policies under AASB 118 and AASB
111 are disclosed separately since they are different from
those under AASB 15. See Note 3 for detailed disclosures
on reportable segments.
In the comparative period
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.
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
Rendering of services
Revenue from providing services such as mobiles, fixed
line services, satellite services, software and hosting
24 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 121
Notes to the consolidated financial statements continued
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services is recognised when the Group provides the
related service during the agreed service 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.
Communication Services
Customers usually pay in advance for prepay mobile
services and monthly for other communication services.
Customers typically pay for handsets and other
equipment either at the time of sale or over the term
of their service agreement. When revenue recognised
in respect of a customer contract exceeds amounts
received or receivable from a customer at that time
a contract asset is recognised; contract assets will
typically be recognised for handsets or other equipment
provided to customers where payment is recovered by
the Group via future service fees. If amounts received or
receivable from a customer exceed revenue recognised
for a contract, for example if the Group receives an
advance payment from a customer, a contract liability is
recognised.
When contract assets or liabilities are recognised, a
financing component may exist in the contract; this is
typically the case when a handset or other equipment is
provided to a customer up-front but payment is received
over the term of the related service agreement, in which
case the customer is deemed to have received financing.
If a significant financing component is provided to the
customer, the transaction price is reduced and interest
revenue is recognised over the customer’s payment
period.
Interest
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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:
nn 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
nn 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
ANNUAL REPORT 2019 25
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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held primarily for the purpose of trading; it is due to be
settled within 12 months after the reporting period; or
there is no unconditional right to defer the settlement
of the liability for at least 12 months after the reporting
period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as
non-current.
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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.
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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
3-25 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
26 Field Solutions Holdings Limited and Controlled Entities
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.
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.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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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.
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.
ANNUAL REPORT 2019 27
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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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.
Financial Instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions to
the instrument. For financial assets, this is the date that the
Group commits itself to either the purchase or sale of the
asset (ie trade date accounting is adopted).
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Financial instruments (except for trade receivables) are
initially measured at fair value plus transaction costs,
except where the instrument is classified “at fair value
through profit or loss”, in which case transaction costs
are expensed to profit or loss immediately. Where
available, quoted prices in an active market are used to
determine fair value. In other circumstances, valuation
techniques are adopted.
Trade receivables are initially measured at the transaction
price if the trade receivables do not contain a significant
financing component or if the practical expedient was
applied as specified in AASB 15.63.
Classification and subsequent measurement
Financial liabilities
Financial instruments are subsequently measured at:
28 Field Solutions Holdings Limited and Controlled Entities
nn amortised cost; or
nn fair value through profit or loss.
A financial liability is measured at fair value through
profit and loss if the financial liability is:
nn a contingent consideration of an acquirer in a
business combination to which AASB 3: Business
Combinations applies;
nn held for trading; or
nn initially designated as at fair value through profit
or loss.
All other financial liabilities are subsequently measured at
amortised cost using the effective interest method.
The effective interest method is a method of calculating
the amortised cost of a debt instrument and of allocating
interest expense in profit or loss over the relevant period.
The effective interest rate is the internal rate of return
of the financial asset or liability. That is, it is the rate
that exactly discounts the estimated future cash flows
through the expected life of the instrument to the net
carrying amount at initial recognition.
A financial liability is held for trading if:
nn it is incurred for the purpose of repurchasing or
repaying in the near term;
nn part of a portfolio where there is an actual pattern
of short-term profit taking; or
nn a derivative financial instrument (except for a
derivative that is in a financial guarantee contract
or a derivative that is in a effective hedging
relationships).
nn any gains or losses arising on changes in fair
value are recognised in profit or loss to the extent
that they are not part of a designated hedging
relationship are recognised in profit or loss.
nn the change in fair value of the financial liability
attributable to changes in the issuer’s credit
risk is taken to other comprehensive income
and are not subsequently reclassified to profit
or loss. Instead, they are transferred to retained
earnings upon derecognition of the financial
liability. If taking the change in credit risk in other
comprehensive income enlarges or creates an
accounting mismatch, then these gains or losses
should be taken to profit or loss rather than other
comprehensive income.
A financial liability cannot be reclassified.
Financial assets
Financial assets are subsequently measured at:
nn amortised cost;
nn fair value through profit or loss.
Measurement is on the basis of two primary criteria:
the contractual cash flow characteristics of the financial
asset; and
the business model for managing the financial assets.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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A financial asset that meets the following conditions is
subsequently measured at amortised cost:
the financial asset is managed solely to collect
contractual cash flows; and
the contractual terms within the financial asset give
rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding on
specified dates.
By default, all other financial assets that do not meet
the measurement conditions of amortised cost are
subsequently measured at fair value through profit or
loss.
The Group initially designates a financial instrument as
measured at fair value through profit or loss if:
it eliminates or significantly reduces a measurement
or recognition inconsistency (often referred to as
“accounting mismatch”) that would otherwise arise from
measuring assets or liabilities or recognising the gains
and losses on them on different bases;
it is in accordance with the documented risk
management or investment strategy, and information
about the groupings was documented appropriately, so
that the performance of the financial liability that was
part of a group of financial liabilities or financial assets
can be managed and evaluated consistently on a fair
value basis;
it is a hybrid contract that contains an embedded
derivative that significantly modifies the cash flows
otherwise required by the contract.
The initial designation of the financial instruments to
measure at fair value through profit or loss is a one-time
option on initial classification and is irrevocable until the
financial asset is derecognised.
Derecognition
Derecognition refers to the removal of a previously
recognised financial asset or financial liability from the
statement of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (ie
when the obligation in the contract is discharged,
cancelled or expires). An exchange of an existing
financial liability for a new one with substantially
modified terms, or a substantial modification to
the terms of a financial liability is treated as an
extinguishment of the existing liability and recognition of
a new financial liability.
The difference between the carrying amount of the
financial liability derecognised and the consideration paid
and payable, including any non-cash assets transferred
or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder’s
contractual rights to its cash flows expires, or the asset is
transferred in such a way that all the risks and rewards of
ownership are substantially transferred.
All of the following criteria need to be satisfied for
derecognition of financial asset:
nn the right to receive cash flows from the asset has
expired or been transferred;
nn all risk and rewards of ownership of the asset have
been substantially transferred; and
nn the Group no longer controls the asset (ie the
Group has no practical ability to make a unilateral
decision to sell the asset to a third party).
On derecognition of a financial asset measured at
amortised cost, the difference between the asset’s
carrying amount and the sum of the consideration
received and receivable is recognised in profit or loss.
On derecognition of a debt instrument classified as at
fair value through other comprehensive income, the
cumulative gain or loss previously accumulated in the
investment revaluation reserve is reclassified to profit or
loss.
On derecognition of an investment in equity which was
elected to be classified under fair value through other
comprehensive income, the cumulative gain or loss
previously accumulated in the investment revaluation
reserve is not reclassified to profit or loss, but is
transferred to retained earnings.
Compound instruments (convertible notes) issued by the
Group are classified as either financial liabilities or equity
in accordance with the substance of the arrangements.
An option that is convertible and that will be settled
by the exchange of a fixed amount of cash or another
financial asset for a fixed number of the Group’s own
equity instruments will be classified as equity.
The fair value of the liability component is estimated on
date of issue. This is done by using the prevailing market
interest rate of the same kind of instrument. This amount
is recognised using the effective interest method as a
liability at amortised cost until conversion or the end of
life of the instrument.
The equity portion is calculated by deducting the
liability amount from the fair value of the instrument as a
whole. The equity portion is not remeasured after initial
recognition. Equity will remain as such until the option is
exercised. When the option is exercised a corresponding
amount will be transferred to share capital. If the option
lapses without the option being exercised the balance in
equity will be recognised in profit or loss.
Costs of the transaction of the issue of convertible
instruments are proportionally allocated to the equity
and liability. Transaction costs in regards to the liability
are included in the carrying amount of the liability and
ANNUAL REPORT 2019 29
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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are amortised over its life using the effective interest
method. Transaction cost in equity is directly recognised
in equity.
Impairment
The Group recognises a loss allowance for expected
credit losses on:
nn financial assets that are measured at amortised
cost.
Loss allowance is not recognised for:
nn financial assets measured at fair value through
profit or loss; or
Expected credit losses are the probability-weighted
estimate of credit losses over the expected life of a
financial instrument. A credit loss is the difference
between all contractual cash flows that are due and all
cash flows expected to be received, all discounted at the
original effective interest rate of the financial instrument.
The Group uses the simplified approaches to impairment,
as applicable under AASB 9: Financial Instruments.
Simplified approach
The simplified approach does not require tracking of
changes in credit risk at every reporting period, but
instead requires the recognition of lifetime expected
credit loss at all times. This approach is applicable to:
trade receivables or contract assets that result from
transactions within the scope of AASB 15: Revenue from
Contracts with Customers and which do not contain a
significant financing component; and
nn lease receivables.
In measuring the expected credit loss, a provision matrix
for trade receivables was used taking into consideration
various data to get to an expected credit loss (ie
diversity of customer base, appropriate groupings of
historical loss experience, etc).
Recognition of expected credit losses in financial
statements
At each reporting date, the Group recognises the
movement in the loss allowance as an impairment gain
or loss in the statement of profit or loss and other
comprehensive income.
The carrying amount of financial assets measured at
amortised cost includes the loss allowance relating to
that asset.
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:
30 Field Solutions Holdings Limited and Controlled Entities
nn AASB 16: Leases (applicable to annual reporting
periods beginning on or after 1 January 2019).
The Group has chosen not to early-adopt
AASB 16. However, the Group has conducted
a preliminary assessment of the impact of this
new Standard, as follows.
A core change resulting from applying AASB
16 is that most leases will be recognised on
the balance sheet by lessees as the standard
no longer differentiates between operating
and finance leases. An asset and a financial
liability are recognised in accordance to
this new Standard. There are, however, two
exceptions allowed: short-term and low-value
leases.
Basis of preparation
The accounting for the Group’s operating
leases will be primarily affected by this new
Standard.
The accounting for the Group’s operating
leases will be primarily affected by this new
Standard.
AASB 16 will be applied by the Group from
its mandatory adoption date of 1 July 2019.
The comparative amounts for the year
prior to first adoption will not be restated,
as the Group has chosen to apply AASB 16
retrospectively with cumulative effect. While
the right-of-use assets for property leases will
be measured on transition as if the new rules
had always been applied, all other right-of-use
assets will be measured at the amount of the
lease liability on adoption (after adjustments
for any prepaid or accrued lease expenses).
The Group’s non-cancellable operating lease
commitments amount to $383,281 as at the
reporting date.
The Group has performed a preliminary
impact assessment and has estimated that on
1 July 2019, the Group expects to recognise
the right-of-use assets and lease liabilities of
approximately $95,548 (after adjusting for
prepayments and accrued lease payments
recognised as at 30 June 2019).
Following the adoption of this new Standard,
the Group’s net profit after tax is expected to
not be impacted in 2020.
The repayment of the principal portion of
the lease liabilities will be classified as cash
flows from financing activities, thus increasing
operating cash flows and decreasing financing
cash flows by approximately $95,548.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
Going Concern
The financial statements of the Consolidated Group have
been prepared on the going concern basis. As at 30 June
Note 2. Critical accounting judgements, estimates and assumptions
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Given that the Group’s activities as a lessor
will not be materially impacted by this new
Standard, the Group does not expect any
significant impact on its financial statement
from a lessor perspective. Nonetheless,
starting from 2020, additional disclosures will
be required.
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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.
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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
2019 the Group had negative working capital of $897,160
and reported a loss after tax of $534,063 (2018: loss
after tax of $465,117). This includes the convertible note
of $1,250,000 which has been shown as a short-term
borrowing. 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.
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.
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
ANNUAL REPORT 2019 31
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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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.
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
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 operates only in one business segment and
has a single group of similar services and products,
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.
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.
being suppy of communication and cloud services and
products.
The operating segment information is the same
information as provided throughout the financial
statements and therefore not duplicated.
32 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
Note 4. Revenue
The Group has recognised the following amounts relating to revenue in the statement of profit or loss.
The Group has one operating segment, Telecommunication Services.
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Continued operations
Telecommunication services
Revenue from contract with customers
Revenue based on AABS 118 and AASB 111
Other revenue
Other revenue
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Revenue
All revenue is recognised over time as the services are provided.
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Consolidated Group
2019
$
2018
$
8,787,738
-
-
7,433,492
8,787,738
7,433,492
5
7,181
8,787,743
7,440,673
ANNUAL REPORT 2019 33
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
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Notes to the consolidated financial statements continued
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:
Share based payment not deductivle
Impact of timing difference not previously brought to account
Impact of cost-base resetting
Other non-deductible expenses
Benefit of R&D offset
R&D non-deductible expenses
Tax losses
Other Benefits
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
Total
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
34 Field Solutions Holdings Limited and Controlled Entities
Consolidated Group
2019
$
2018
$
(543,750)
(13,462)
-
(557,212)
(414,990)
(4,970)
11,111
(408,849)
(1,091,275)
(873,966)
(300,101)
(240,341)
(300,101)
(240,341)
27,442
-
-
102,357
(543,750)
343,570
(186,730)
-
-
(557,212)
30,411
-
-
101,970
(312,000)
-
-
-
11,111
(408,849)
205,741
192,072
76,036
17,237
61,913
47,555
205,741
118,709
21,460
46,037
5,866
192,072
(484,048)
(557,503)
10,602
10,602
2,391
8,211
10,602
2,391
8,211
10,602
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Consolidated Group
2019
$
2018
$
367,218
470,425
Notes to the consolidated financial statements continued
Note 6. Current assets - cash and cash equivalents
Cash at bank
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Note 7. Current assets - trade and other receivables
The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other
receivables in accordance with the simplied approach set out in AASB 9: Financial Instruments.
l
2019
Gross carrying amount
Expected credit loss allowance
Net carrying amount
2018
Gross carrying amount
Expected credit loss allowance
Net carrying amount
Current
$
Past Due
Total
$
< 30
31 – 60
61-90
> 90
596,672
86,740
19,450
6,728
603,340
1,312,930
-
-
-
-
(172,930)
(172,930)
596,672
86,740
19,450
6,728
430,410
1,140,000
338,125
121,616
332,159
145,939
-
-
-
-
338,125
121,616
332,159,
145,939
430,297
(21,330)
408,967
1,368,136
(21,330)
1,346,806
Key judgements – Expected Credit Losses
Included in trade receivables at the end of the reporting period is:
nn Amounts relating to debtors on repayment plans that have been assessed as recoverable as the payments are
being made on a regular basis by those customers.
nn Approximated 30% relates to business customers that are considered recoverable.
A provision of $172,930 has been taken up after an extensive assessment of provision for impairment of all debtors.
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.
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ANNUAL REPORT 2019 35
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
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:
Consolidated Group
2019
$
2018
$
5,638,571
3,353,342
(1,050,290)
(542,809)
4,588,281
2,810,533
343,642
304,159
(273,159)
(193,771)
70,483
110,388
113,304
(49,852)
63,452
60,000
(25,524)
34,476
4,722,216
2,955,398
Plant and
equipment
Fixtures and
Fittings
Motor Vehicles
Total
465,077
2,687,737
-
(342,281)
2,810,533
2,285,229
-
(507,482)
4,588,281
170,844
12,873
-
(73,329)
110,388
39,483
-
(79,388)
70,483
46,500
-
-
(12,024)
34,476
53,304
-
(24,328)
63,452
682,421
2,700,610
-
(427,634)
2,955,398
2,378,016
-
(611,198)
4,722,216
Notes to the consolidated financial statements continued
Note 8. Non-current assets - property, plant and equipment
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Less: Accumulated depreciation
Fixtures and fittings - at cost
Less: Accumulated depreciation
Motor vehicles - at cost
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Consolidated Group:
Balance at 1 July 2017
Additions
Disposals
Depreciation expense
Balance at 30 June 2018
Additions
Disposals
Depreciation expense
Balance at 30 June 2019
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36 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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Note 9. Non-current assets - intangibles
Acquisitions through asset purchase
Computer software and IP
Less: Accumulated amortisation
Less: Impairment losses
Impairment disclosures
No goodwill is carried in the accounts at 30 June 2019.
Consolidated Group:
Balance at 1 July 2017
Additions
Disposals
Amortisation expense
Balance at 30 June 2018
Additions
Disposals
Amortisation expense
Balance at 30 June 2019
Consolidated Group
2019
$
2018
$
1,547,365
1,547,364
1,374,899
1,146,478
2,922,264
2,693,842
(1,248,701)
-
(664,315)
-
1,673,563
2,029,527
Customer
Contracts and
costs
Computer
software and IP
Total
40,000
1,482,364
525,000
521,478
565,000
2,003,842
(384,455)
1,137,909
-
-
(154,860)
891,618
228,422
-
(418,531)
(165,855)
719,378
954,185
(539,315)
2,029,527
228,422
-
(584,386)
1,673,563
Intangible assets include in-house software developed including the wholesale portal and telco billing system together
with associated costs.
Product development costs
Expenditure on research activities 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 expenditure is recognised 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:
nn the technical feasibility of completing the intangible assets so that it will be available for use or sale
nn the intention to complete the intangible asset to use or sell it
nn the ability to use or sell the intangible asset
nn how the intangible asset will generate probable future economic benefits
nn the availability of adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset, and
nn the ability to measure reliably the expenditure attributable to the intangible asset dueing 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.
ANNUAL REPORT 2019 37
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
Note 10. Current liabilities - trade and other payables
Consolidated Group
2019
$
2018
$
807,696
317,310
831,612
433,879
1,125,006
1,265,491
Consolidated Group
2019
$
2018
$
120,000
188,084
1,250,000
1,558,084
-
-
-
Trade Payables
Other payables
Note 11. Short-term borrowings
Unsecured liabilities:
Borrowings from Related Parties (a)
Other short-term borrowings (b)
Convertible Note (c)
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(a)
(b)
(c)
These borrowings were provided by a director via way of a controlled entity. Interest is payable at the
benchmark interest rate. There is no fixed repayment date on these borrowings.
The final repayment on this facility is due to be repaid in full 21 October 2019. Interest is payable at 1%
per fortnight.
The convertible note matured on 30 June 2019. An extension has been provided by the Note holder
to extend the maturity to 30 September 2019. No interest has been accrued as it is expected this
note will be converted to equity.
Note 12. Current liabilities - employee benefits
Employee benefits
Note 13. Equity - issued capital
Consolidated Group
2019
$
2018
$
225,137
167,406
Consolidated Group
2019
Shares
2018
Shares
2019
$
2018
$
Ordinary shares - fully paid
430,014,401
430,014,401
6,318,776
6,318,776
Movements in ordinary share capital
Ordinary shares - fully paid, opening balance
38 Field Solutions Holdings Limited and Controlled Entities
Consolidated Group
Issue
Date
2019
shares
2019
$
430,014,401
6,318,776
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
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Notes to the consolidated financial statements continued
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.
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 2018 Annual Report.
Note 14. Equity - reserves
Share reserve pursuant to business acquisition
Options reserve
Total reserves
Note 15. Equity - retained profits
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Retained profits at the beginning of the financial year
Profit/(loss) after income tax expense for the year
Transfer of lapsed options
Retained profits at the end of the financial year
Consolidated Group
2019
$
2018
$
-
252,341
252,341
30,000
152,553
182,553
Consolidated Group
2019
$
2018
$
(393,097)
(534,063)
30,000
(897,160)
72,020
(465,117)
-
(393,097)
Note 16. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
ANNUAL REPORT 2019 39
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
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Notes to the consolidated financial statements continued
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 9 are as follows:
Consolidated Group
2019
$
2018
$
367,218
1,140,000
1,507,218
470,425
1,346,806
1,817,231
1,125,006
1,558,084
2,683,090
1,265,491
-
1,265,491
Financial assets
Cash and cash equivalents
Trade receivables
Total financial Assets
Financial liabilities
Trade and other payables
Short-term borrowings
Total financial liabilities
Market risk
Foreign currency risk
Price risk
Interest rate risk
Sensitivity analysis
The Group is not exposed to any significant foreign currency risk.
The Group is not exposed to any significant price risk.
The sensitivity analysis reflects how net assets attributable to holders of redeemable shares would have been affected
by changes in the relevant risk variable that were reasonably possible at the reporting date.
Management has determined that there a fluctuation in interest rates is unlikely as current short-term lending is at
fixed interest rate. Therefore, the Group is not exposed to any significant interest risk.
Credit risk
The Group is not exposed to any significant credit risk.
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.
40 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
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Note 18. Key management personnel disclosures
Directors
The following persons were Directors of Field Solutions Holdings Limited during the financial year:
nn Dr Kenneth Carr
nn Mr Andrew Jake Roberts
nn Mr Mithila Nath Ranawake
nn Ms Wendy Tyberek
nn Mr Wayne Wilson
nn Dr Phillip Carter
Appointed 5 October 2018
Resigned 5 October 2018
Appointed 21 February 2019
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:
nn Ms Sinead Teague (Company Secretary)
nn Mr Graham Henderson (Company Secretary) (Resigned)
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 2019
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
Consolidated Group
2019
$
610,000
30,316
99,789
740,105
2018
$
446,000
37,810
110,587
594,397
Short-term employee benefits
Post-employment benefits
Share-based payments
Total KMP compensation
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
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.
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.
These amounts represent long service leave benefits accruing during the year, long-term disability benefits and
deferred bonus 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.
ANNUAL REPORT 2019 41
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
Note 19. Related party transactions
Field Solutions Holdings Limited is the parent entity.
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.
Amounts payable to related parties
Short-term borrowings
Refer to Note 11 for details of the loan.
Loans from other key management personnel related entities:
Beginning of the year
Loans received
Repayments
Interest charged
Interest received
End of the year
2019
2018
-
120,000
-
-
-
120,000
-
-
-
-
-
-
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42 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Notes to the consolidated financial statements continued
Note 20. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
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Profit/(loss) after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Capital raising cost
Share issue reserve
Retained profits
Total equity
Contingent liabilities
Parent
2019
$
2018
$
(774,898)
431,333
(774,898)
431,333
Parent
2019
$
2018
$
885,969
1,189,037
2,486,745
3,722,826
924,925
486,527
924,925
497,128
1,122,886
(41,992)
122,252
480,346
1,122,886
(41,992)
122,252
2,022,552
1,683,492
3,225,698
The parent entity had no contingent liabilities as at 30 June 2019.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019.
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:
nn Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
nn Investments in associates are accounted for at cost, less any impairment, in the parent entity.
nn 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.
ANNUAL REPORT 2019 43
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
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Notes to the consolidated financial statements continued
Note 21. Options
A summary of the movements of all Group options issues is as follows:
Options outstanding as at 30 June 2018
Granted during the year – Tranche 1
Granted during the year – Tranche 2
Granted during the year – Tranche 3
Exercised during the year
Options outstanding as at 30 June 2019
Options exercisable as at 30 June 2019
No options were exercised during the year ended 30 June 2019.
The weighted average remaining life of options outstanding at year-end was 1.82 years.
The weighted average fair value of options granted during the year was $99,789. These values were calculated using
the Black-Scholes option pricing model applying the following inputs:
Weighted average exercise price:
Weighted average life of the option:
Expected share price volatility:
Risk-free interest rate:
$0.045
3 years
80%
2.00%
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.
Note 22. Share based payment
On 13 December 2018 the 21,000,000 ordinary share options have been issued to the Directors and amortised over the
vesting period of the options.
Number
Weighted
Average Exercise
Price
12,433,920 $0.04859
9,000,000 $0.03000
6,000,000 $0.04500
6,000,000 $0.06000
-
-
33,433,290 $0.04500
-
Fair Value
$
99,789
99,789
Share based payment
Total
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44 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
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Notes to the consolidated financial statements continued
Note 23. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 1:
FSG Assets Pty Ltd (previously 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
Field Solutions Technology Services Pty Ltd
Note 24. Events after the reporting period
Principal place of
business /
Country of
incorporation
Ownership interest
2019
%
2018
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
No matter or circumstance has arisen since 30 June 2019 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.
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 and other 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 2019 and 30 June 2018.
Consolidated Group
2019
$
2018
$
(534,063)
(465,117)
1,195,583
206,807
-
-
(140,485)
99,788
59,787
57,731
966,951
(387,259)
-
10,943
662,899
110,587
(861,278)
(27,337)
945,146
10,389
ANNUAL REPORT 2019 45
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Consolidated Group
2019
$
2018
$
(534,063)
(465,117)
Number
Number
425,691,745
425,691,745
383,185,908
383,185,908
Cents
Cents
(0.12)
(0.11)
(1.12)
(1.12)
Consolidated Group
2019
$
2018
$
95,548
287,733
-
383,281
58,932
235,775
-
294,707
Notes to the consolidated financial statements continued
Note 27. Earnings per share
Profit/(loss) after income tax attributable to the Owners of Field Solutions Holdings Limited
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s
u
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
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Note 28. Lease Commitments
Non-cancellable operating lease commitments not capitalised in the financial statements
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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
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
2019
$
2018
$
60,000
4,360
64,360
58,500
4,500
63,000
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Auditing or review of the financial statements
Taxaton service
Total
Note 30. Company Details
The registered office and principal place of business of the Company 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
46 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2019
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Directors’ declaration
In the Directors’ opinion:
nn 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;
nn 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;
nn the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June
2019 and of its performance for the financial year ended on that date; and
nn 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
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Dr Ken Carr
Director
________________________________________
Mr Mithila Nath Ranawake
Director
30 August 2019
Australia
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ANNUAL REPORT 2019 47
Field Solutions Holdings Limited and Controlled Entities
ABN 92 111 460 121
Auditors’ Independence Declaration 30 June 2019
FIELD SOLUTIONS HOLDINGS LIMITED AND CONTROLLED ENTITIES
ABN 92 111 460 121
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
FIELD SOLUTIONS HOLDINGS LIMITED
Independent Auditors’ Report
Opinion
We have audited the financial report of Field Solutions Holdings Limited and controlled
entities (the group), which comprises the consolidated statement of financial position as at
30 June 2019, the consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of
cash flows for the year then ended, notes comprising a summary of significant accounting
policies and other explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of Field Solutions Holdings Limited and
controlled entities is in accordance with the Corporations Act 2001, including:
i. giving a true and fair view of the Group’s financial position as at 30 June 2019
and of its financial performance for the year then ended; and
ii. complying with Australian Accounting Standards and
the Corporations
Regulations 2001.
Basis of Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those
Standards require that we comply with relevant ethical requirements relating to audit
engagements and plan and perform the audit to obtain reasonable assurance about
whether the financial report is free from material misstatement. Our responsibilities under
those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with
the auditor independence requirements of the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110:
Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report for the year ended 30 June 2019. These
matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
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48 Field Solutions Holdings Limited and Controlled Entities
Key Audit Matter
How Our Audit Addressed the Key Audit
Revenue Recognition
for
to Note 1
the groups’ revenue
Refer
recognises
accounting policy. The group
revenue
from prepaid mobile and other
communication services and is recognised as
the customer consumes
these services.
Customers pay in advance for these services.
The revenue recognised for the year ended 30
June 2019 was $8,747,743.
We focused on this area as a key audit matter
given the significance of the balance and that
there is a risk that revenue may not be
recognised in accordance with the revenue
recognition principles as set out in AASB 15:
Revenue from Contracts with Customers.
Property, Plant and Equipment
to
Refer
equipment.
the Note 8 property, plant and
The group has $4,722,216 of property, plant
and equipment at 30 June 2019. During the
year the group made additions of $2,378,016.
in
the company
the additions,
Included
capitalised $577,754 of consulting costs
installing
associated with constructing and
certain specialised assets during
the year
ended 30 June 2019.
We focussed on this matter as a key audit
matter as property, plant and equipment is the
most significant asset of the group and critical
to the operations of the group.
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Matter
Our procedures included, amongst others:
We obtained an understanding of the key controls in
the revenue recognition cycle.
Sample tested revenue transactions throughout the
year to ensure that revenue was recognised in
accordance with AASB 15: Revenue from Contracts
with Customers
Our procedures included amongst others:
for
We assessed
capitalising
with
constructing and installing specialised assets.
the policies
costs
associated
in place
On a sample basis we
tested costs
capitalised to supporting documentation and
payroll records.
We assessed the appropriateness of whether
the costs capitalised were eligible to be
recognised as assets in accordance with the
accounting standards AASB 16: Property,
Plant and Equipment.
We assessed other observable indicators of
fair value including market capitalisation of
the group.
ANNUAL REPORT 2019 49
Key Audit Matter
How Our Audit Addressed the Key Audit
Matter
Recoverability
receivables
of
trade
and
other
Our procedures included amongst others:
We assessed the appropriateness of whether
the provision for impairment calculated by
management were adequate in accordance
with the requirements of the accounting
standards.
We considered the historical levels of bad
debts and managements collection efforts
undertaken
these
balances.
recover some of
to
Refer to Note 7 trade and other receivables
The Group has $1,140,000 of trade and other
receivables at 30 June 2019 which has
significant balances relating to older than 90
days.
The Group provided $172,930 of provision for
expected credit losses during the year ended
30 June 2019.
AASB 9: Financial Instruments requires the
group to apply an expected loss model, not on
an incurred credit loss model as per the
previous applicable standard (AASB 139).
This area is a key audit matter due to the
degree of subjectivity and management
judgement applied in assessing whether these
overdue debtors are impaired.
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50 Field Solutions Holdings Limited and Controlled Entities
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Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2019 but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
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Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit` conducted in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
ANNUAL REPORT 2019 51
- Conclude on the appropriateness of the director’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion
We communicate with the directors regarding, amongst other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were most
significant to the audit of the financial report of the current period and are therefore key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matters
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
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52 Field Solutions Holdings Limited and Controlled Entities
Report on the Remuneration Report
We have audited the remuneration report included in pages 12 to 16 of the directors’ report for the
year ended 30 June 2019.
In our opinion, the remuneration report of Field Solutions Holdings Limited, for the year ended 30
June 2019, complies with s 300A of the Corporations Act 2001.
Responsibilities
The directors of the company are responsible for the preparation and presentation of the
remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
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Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
Sandeep Kumar
Partner
Dated: 30 August 2019
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ANNUAL REPORT 2019 53
Field Solutions Holdings Limited
ABN 92 111 460 121
Shareholder information
The shareholder information set out below was applicable as at 30 June 2019.
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 BRUCE MILTON WEISE + MRS BARBARA KATHLEEN WEISE
CITYSTYLE HOLDINGS PTY LTD
LIBERTY INVESTING PTY LTD
SOOTHJET PTY LIMITED
L & H MCGUIRE SUPER PTY LTD
GECKO TECHNOLOGIES PTY LTD
BASHA NOMINEES PTY LTD
KEN CARR
KORE CAPITAL PTY LTD
MR RYAN ANTHONY SPILLANE
DTD CAPITAL PTY LTD
MR JOHN BEITH PRIDHAM
GEOFFREY H SYMONDS PTY LTD
MR MARK ANTHONY BETAR & MRS LYNETTE LEE BETAR
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Unquoted equity securities
There are no unquoted equity securities.
Substantial holders
Substantial holders in the Company are set out below:
CONVERGENT TECHNOLOGY
54 Field Solutions Holdings Limited and Controlled Entities
Ordinary shares
Number held
% total
shares
issued
192,143,635
45.14
16,305,136
9,622,020
8,265,330
7,900,000
5,000,000
4,520,000
4,422,727
4,400,000
4,000,000
4,000,000
3,723,162
3,709,433
3,525,666
3,350,000
3,260,408
3,209,016
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
2,879,333
2,850,000
3.83
2.26
1.94
1.86
1.17
1.06
1.04
1.03
0.94
0.94
0.87
0.87
0.83
0.79
0.77
0.76
0.70
0.70
0.70
0.70
0.70
0.68
0.67
306,585,876
72.02
Ordinary shares
Number held
% total
shares
issued
192,143,635
45.14
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Registered office
c/- KPMG
33 George Street
LAUNCESTON
TAS 7250
AUSTRALIA
Principal place of
business
Suite 38
23 Narabang Way
BELROSE NSW 2085
AUSTRALIA
www.fieldsolutions-group.com