Annual
Report
2022
Rural and Regional
Communication Solutions
Contents
CEO Update
Corporate Directory
Directors’ Report
Auditors’ Independence Report
Financial Statements
Directors’ Declaration
Independent Auditors’ Report
Shareholder Information
4
6
8
19
20
50
51
57
2 Field Solutions Holdings Limited and Controlled Entities
Annual Report 2022 5 year on year growth in:
Revenue, EBIT,
EBITDA, Cash flow
from operations
127% increase
in revenue
under
construction
16new networks
113% increase in
EBITDA
3 Field Solutions Holdings Limited and Controlled Entities
Annual Report 2022 CEO
Update
Dear Shareholders,
I am delighted to report on our strong FY22 results. Amidst
a challenging climate, dealing with the continued impact
of COVID-19, political and economic changes and a series
of natural disasters, our team has once again delivered
exceptional organic growth in line with our strategy.
FY22 saw FSG deliver on expectation for both revenue and
EBITDA. Guidance was met despite flooding in Northern
NSW and Southern QLD delaying the completion of 3
planned networks. These networks and associated revenue
will now flow into FY23.
Our FY22 results, enhanced by the acquisition of
TasmaNet, and key organic growth across our business,
show how our ‘can-do’ culture is supporting our mission to
build a full-service telecommunications group focused on
rural, regional, and remote Australia.
FY22 Highlights
FY22 represented FSG maturing keys areas of the business.
Our management team focused on establishing a sales
and marketing capability specifically oriented to deliver
high value connectivity and managed services products
regionally with industry focus on mining and agribusiness.
Our drive is to ensure FSG is not only the connectivity
provider in rural, regional, and remote Australia, but also
the key partner and supplier of cloud services, managed
services and telephony.
FSG completed the first phase of our nationwide NBN
connectivity project, directly connecting to all 121 NBN
Points of Interconnect (POI’s) across Australia. At the same
4 Field Solutions Holdings Limited and Controlled Entities
time, we soft launched our Optus MVNO, with production
launch in FY23.
FSG acquired TasmaNet Pty Ltd in Dec 2021. Strategically,
TasmaNet added a team of highly skilled and experienced
network, cloud and infrastructure engineering staff,
together with a comprehensive set of products and
services, adding depth and scale to our managed services
capability.
FSG has established itself as a thought leader in the
design and delivery of LEO based satellite to business and
government. As both a OneWeb partner for Australia and
one of the very early adopters and testers of Starlink’s
business and backhaul products, FSG has created a
product suite delivering, monitoring, and optimising the
use of LEO for business purposes, improving speed to
market, resilience and further validating our mission of
delivering connectivity where there is none. FSG has been
engaged with Queensland Government agencies and
several large enterprises to implement and test LEO at
scale.
FSG maintains a significant infrastructure delivery pipeline,
with 16 new networks under construction and due to
be delivered in FY23. We continue to deliver essential
telecommunications infrastructure in regional areas which
forms the backbone of our infrastructure and active
sharing mobile strategy.
As reported last year, FSG is in the process of constructing
the network to deliver Australia’s first Neutral Host and
Domestic Roaming Trial with our strategic partner OPTUS.
Additionally, this year FSG was selected to lead the $300M
New South Wales Government’s Mobile Connectivity
Project, Active Sharing Partnership (MOCN) program.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 CEO Update continued
During Phase 1 of the program, which concluded in July
2022, FSG worked with Telstra, Optus, TPG and a range
of 3rd tier carriers to design a working model for Active
Neutral Host Sharing. Phase 2 of the project commences in
September 2022.
We start FY23 with 16 new networks under construction
across rural, regional, and remote Australia. Once built,
our networks will cover over 186,000 square kilometres,
confirming FSG as owning and operating the largest non-
NBN fixed wireless network in Australia.
FSG selected and established strategic partnerships with
Nokia (Radio Access Network) and Mavenir (Core Network
Software) as technology partners for the FSG RAN,
Australia’s 4th Mobile Network. Both technology vendors
are global industry leaders in their disciplines and enable
FSG to operate best of breed 4G / 5G services.
FY22 Financial Performance
Our FY22 financial performance demonstrates FSG’s focus
on delivering multiple revenue streams utilising our regional
infrastructure assets and nationwide NBN network. FY22
also saw substantial revenue growth in our managed
services practice which are specifically aimed at delivering
products and services to business and agribusiness.
Revenue of $42.8M representing an increase of 127% (FY21:
$18.8M). EBITDA increased 113% to $4.6M (FY21: $2.2M).
FY22 was our 6th year of positive cashflow from
operations of $7.0M (FY21: $2.3M). This highlights the
growth of our underlying regionally focused business
and the introduction of complementary products and
services. It also highlights that our growth is predominantly
associated with our core operating business and not the
infrastructure business.
We continue our financial investment in building new
network infrastructure across Australia and invested a
record $10.4M in FY22. Three network projects in Northern
NSW and Southern QLD were delayed due to flooding
associated with the extended weather events impacting
the East Coast of Australia and are now set to be
completed during H1 FY23.
At the close of FY22, FSG has approximately $43.7M
of executable project backlog to deliver in the next 24
months.
The Year Ahead
FSG listed because there is something special and
challenging about our business model. This year, the
group’s effort, dedication, and hard work over the past six
years has been rewarded.
The additional capability and products delivered by the
acquisition of TasmaNet sets the foundation of a new and
exciting range of Managed Services and Cloud Services
products to be deployed across our networks. In July,
FSG announced a 5-year enterprise managed IT services
contract with Kestrel Coal valued at approx. $25M. This win
reinforces the strategic value of our TasmaNet acquisition,
and our focus on our strategic emerging sectors which
include Mining & Resources and Agtech (Agriculture
Technology).
5 Field Solutions Holdings Limited and Controlled Entities
FY23 will see FSG continue the rollout of the Regional
Australia Network (RAN), Australia’s 4th Mobile Network.
This further distinguishes FSG’s position as the leading
mobile phone carrier, and fixed wireless service provider,
totally focused on rural, regional, and remote Australia.
As reported last year, FSG has been selected by the
Australian Federal Government to trial the use of Neutral
Hosting. FY23 will see this project commence operational
trials. FSG has secured OPTUS’ participation in this
trial alongside FSG, and work continues to encourage
participation by both Telstra and TPG/Vodafone.
The Active Neutral Host model enables FSG to deliver
both our Regional Australia Network (RAN) network and
wholesale mobile phone services for rural, regional, and
remote Australia.
Fundamental to this model, is the importance of providing
shared services across each telecommunications tower
deployed by FSG. Each tower and its electronics can be
utilised by all mobile phone operators. This is an incredible
win-win for all involved, delighting customers, reducing
costs for mobile phone operators, eliminating infrastructure
duplication, and realising more value from Federal and
State Government investment.
FSG has and will continue to develop and deliver
innovative digital and telecommunications solutions to
our customers, and we are incredibly proud to be able to
provide essential services for rural, regional, and remote
Australia.
I look forward to sharing an exciting FY23 with you all.
As always, we have set ourselves another set of audacious
goals and we hope you will continue to be part of
our journey.
Finally, I thank our board, shareholders, staff, and business
partners whose significant contribution and support
enabled the success we report today and is the bedrock of
our future performance.
Stay healthy, stay safe and stay connected.
Andrew Roberts
CEO
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022
Corporate
Directory
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:
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).
Registered office
c/- KPMG
33 George Street
Launceston
TAS 7250
Australia
Principal place of business
Suite 38
23 Narabang Way
Belrose
NSW 2085
Australia
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:
https://fieldsolutions-group.com/company/corporate-
governance/
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 24 August
2022. The Directors have the power to amend and reissue
the financial statements.
Directors at 30 June 2022
n Dr Kenneth Carr
n Mr Andrew Roberts
n Mr Mithila Ranawake
n Ms Wendy Tyberek
n Dr Phillip Carter
Company Secretary
n Mr Graham Henderson (joint)
n Ms Wendy Tyberek (joint)
6 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Australia’s
4th
mobile network
operator
Australia’s first active
neutral host
mobile operator
Over
150
telecommunication
towers
7 Field Solutions Holdings Limited and Controlled Entities
Directors’ Report continuedAnnual Report 2022 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 2022.
GENERAL INFORMATION
Directors
The following persons were Directors of Field Solutions
Holdings during or since the beginning of the financial year
up to the date of this report.
Appointed
Dr Kenneth Carr
Mr Andrew Roberts
Mr Mithila Ranawake
Ms Wendy Tyberek
Dr Phillip Carter
2 May 2014
13 March 2017
23 November 2010
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:
n Telecommunications services designing, building
and operating telecommunications networks in
rural, regional and remote Australia.
n Operating its Retail Service Providers, JustISP,
ANT Communications and TasmaNet, delivering
true broadband solutions to residents, business
and agribusiness in rural, regional and remote
Australia.
n Operating its VOIP retail and wholesale business,
FreshTel, delivering VOIP retail and wholesale VOIP
solutions.
n Operating its Field Wholesale B2B business,
delivering data and voice services to retail service
8 Field Solutions Holdings Limited and Controlled Entities
providers, internet service providers and managed
service providers.
n Operating Infrastructure as a service, private and
public cloud services, security and managed
services directly via our retail service providers
and via our wholesale channel.
n Providing communications software development
and maintenance services.
Our Business Model and Objectives
Key elements and underlying objectives of our business
model are:
n To deliver “true broadband” being the provision of
symmetric services to rural, regional, and remote
communities
n To ‘not rely’ on the current 3G/4G and future 5G
technologies for the delivery of broadband in rural,
regional, and remote Australia
n To work in partnership with each local community
to service their exact telecommunications
requirements
n To ensure local support services are in place in
each regional community
n To deliver long term, multi-use telecommunication
assets in rural, regional, and remote communities
FSG operates as a telecommunications carrier and retail
service provider, building infrastructure in partnership with
each local government and 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, and TasmaNet.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022
Servicing
6States &
Territories
Australia’s
LEADING
rural & remote ISP
9 Field Solutions Holdings Limited and Controlled Entities
9 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 The Group also delivers wholesale services to selected
partners, agents and resellers that focus on servicing other
wireless internet service providers and systems integrators
located in rural, regional and remote Australia.
Today, the Group operates network in Tasmania, New
South Wales, Victoria, Western Australia, Northern Territory
and Queensland.
COVID-19 Impact
COVID-19 has impacted the business and timing of revenue
across FY22. Local and Global impacts to our supply
chains and the working of government has seen FSG’s
large construction projects delayed by 4 months. The
management team have put in place a range of operational
measures to control cost and protect staff in line with
Government guidelines.
Review of Operations
The revenue for the Group was $42,793,050 (2021
$18,845,631) representing an increase of 127%. The Group
reported a positive EBITDA of $4,602,367 (2021 positive
$2,249,026) and Cashflows from Operations of $7,041,074
(2021 $2,281,434). The increase in EBITDA (113%) from prior
year represents expanded operations and improvement
in operational efficiencies. During the period the Group
continued to deploy and expand its carrier network across
NSW, QLD, WA, VIC and NT.
Likely developments and expected results of operations
The Group is well placed to continue its recent growth
trajectory in FY23 and is expected to generate an increase
in revenue consistent with its expanding operations and
construction projects.
The Group’s intention for FY23 is to grow regional
revenues and attract furth0er Government and Enterprise
revenues utilising in-place and constructed, regional
telecommunications assets.
FY23 will also see FSG deploy the Regional Australia
Network (RAN), Australia’s 4th mobile network operator.
Together with the above organic and Government
supported growth, the Group will evaluate accretive
acquisition opportunities
10 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 Information relating to Directors and Company Secretary
Ken Carr
Chairman and
Non-Executive Director
(PhD Bus Adm. MBA)
Dr Carr is a seasoned, non-executive
director and chair, having held
CEO/MD roles in 5 ASX listed
companies primarily in the, telecoms,
banking, payments and electronic
manufacturing sectors and non-
executive director roles in 3 others,
including 2 as chair.
Dr Carr first joined the Freshtel board
in February 2010. He has formerly
held CEO and Board positions on
several listed entities in Australia and
overseas, most recently as CEO of
Intec Limited (ASX:ITQ), and prior was
Managing Director of Rubik Financial
Limited (ASX:RFL). Previously he has
held senior executive positions at IBM,
AT&T, and Lucent Technologies and
British Telecom. His main experience
is related to corporate restructuring
and transformation, which has
included several JVs and mergers and
acquisitions in many countries. Dr Carr
left the Board in February 2013 and re-
joined Freshtel on 2 May 2014.
The board considers Dr Ken Carr
to be an independent director as
Dr Carr is free from any business
or other relationship that could
materially interfere with, or reasonably
be perceived to materially interfere
with, the independent exercise of his
judgement.
Mithila Nath Ranawake
Non-Executive Director
(BBus, MBA, CPA, FAICD)
Andrew Roberts
Executive Director
(AICD)
Mr Roberts is a business executive
/ entrepreneur with over 25 years’
experience in the IT industry in
Australia, New Zealand, Asia Pacific,
and the United Kingdom. He has
extensive strategic IT and commercial
experience in business aggregation,
business analysis/strategy, sales,
marketing, professional services,
operations and general management.
Mr Roberts has direct experience in
building and growing IT and cloud-
based companies from start-up to
sale.
He has previously been a director of
Comops Limited (ASX: COM) and
was recently head of strategy and
cloud operations at Rubik Financial
Limited (ASX: RFL). Mr Roberts was
also the deputy chair of the Young
and Well Cooperative Research
Council, a federally funded not-for-
profit organisation focusing on the use
of technology to assist wellbeing in
young people’s lives.
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 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.
11 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 Wendy Tyberek
Finance Director and
Company Secretary (joint)
(CA, AICD, BBus)
Ms Tyberek is a chartered accountant
with over 25 years experience in
financial business 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 achieving 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)
Mr Graham Henderson
Company Secretary (joint)
(Brecon, B.A.,M.A., M.Hist. FGIA)
Mr Henderson has had many years’
experience in the management of
public companies, both listed and not
for profit entities. He joined Freshtel
Holdings as Company Secretary in
September 2010, and acted as CFO
until the acquisition by Field Solutions
in April 2017.
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 (a
developer of enterprise management
information systems software), he
led the restructure and turnaround
of its global operations and
subsequent sale of the 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.
Other current directorships: Kestrel
Growth Companies Limited, Tambla
Limited and Chant West Holdings
Limited.
12 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 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:
n Principles used to determine the nature and
amount of remuneration
n Details of remuneration
n Share-based compensation
n Additional disclosures relating to key management
personnel
Principles used to determine the nature and
amount of remuneration
The objective of the Group’s executive reward framework
is to ensure reward for key management personnel (KMP)
performance is competitive and appropriate for the results
delivered. The framework aligns executive reward for the
achievement of strategic objectives and the creation of
value for shareholders, and it is considered to conform to
the market best practice for the delivery of reward. The
Board of Directors (‘the Board’) ensures that executive
reward satisfies the following key criteria for good reward
governance practices:
n competitiveness and reasonableness
n acceptability to shareholders
n performance linkage / alignment of executive
compensation
n 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 a long term employee incentive
plan (LTIP) which was presented for review and ratification
at the 2020 AGM. The Board believes that the current
remuneration policy, together with the ESOP to be
appropriate and effective in its ability to attract and retain
high-quality KMP to run and manage the consolidated
13 Field Solutions Holdings Limited and Controlled Entities
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:
n 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).
n Other performance incentives (such as STI’s) are
generally only paid once pre-determined key
performance indicators have been met.
n Incentives in the form of ESOP options and shares
are intended to align the interests of KMP and the
Company with those of shareholders.
n 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 10% for FY22 and
increasing to 10.5% for FY23 of the individual’s average
weekly ordinary time earnings (AWOTE).
Other than the entitlements provided under the Group’s
defined contribution superannuation arrangements, KMP
do not receive any other retirement benefits.
All remuneration paid to KMP is valued at the cost to the
company and expensed.
The Board’s policy is to remunerate KMP (including non-
executive directors) at market rates for time, commitment
and responsibilities. The board currently determines
payments to KMP and reviews their remuneration annually,
based on market practice, duties and accountability.
Independent external advice is sought when required.
The maximum aggregate amount of fees that can be
paid to non-executive directors is subject to approval by
shareholders at the annual general meeting.
Options granted under the ESOP do not carry dividend
or voting rights. The board is responsible for determining
any conditions attaching to the options (including issue
price, exercise price, vesting conditions, and conditions of
exercise).
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 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 FY23 to review the elements of KMP remuneration
and to provide appropriate recommendations.
Performance based Remuneration
KPIs for management and other staff are set annually, in
consultation with the Board Remuneration Committee.
The measures are specifically tailored to the area each
individual is involved in and has a level of control over.
The KPIs target areas are those the Board believes hold
greater potential for Group expansion and profit, covering
financial and non-financial as well as short and long-term
goals. The level set for each KPI is based on budgeted
figures for the Group and, in some instances, relevant
industry standards.
Performance against KPIs is assessed annually, with any
KPI related bonuses being awarded based on achievement
of the relevant KPIs (see below for further information
regarding cash bonuses). Following the assessment, the
KPIs are reviewed by the Board in light of the desired and
actual outcomes, and their efficiency is assessed in relation
to the Group’s goals and shareholder wealth, before the
KPIs are set for the following year.
In determining whether or not a KPI has been achieved,
Field Solutions Holdings Limited bases the assessment on
audited figures and quantitative and qualitative data.
Relationship between Remuneration Policy and Company
Performance
The remuneration policy has been tailored to increase
goal congruence between shareholders, directors and
executives. Two methods have been applied to achieve this
aim, the first being a performance based bonus based on
KPIs, and the second being the establishment of an ESOP
(under which KMP are eligible participants, subject to
Board invitation) to encourage the alignment of personal
and shareholder interests.
The Board is of the opinion that the above remuneration
policy will enhance company performance going forward.
Performance Conditions Linked to Remuneration
The Group seeks to emphasise reward incentives for
results and continued commitment to the Group through
the provision of cash bonus reward schemes, in particular
the incorporation of incentive payments based on the
achievement of Group budgets. The Group does not
currently have any cash bonus rewards schemes tied to
the company’s share price, preferring at this stage to align
such cash bonus rewards to operational performance.
The objective of the reward schemes is to both reinforce
the short and long-term goals of the Group and provide a
common interest between management and shareholders.
The satisfaction of the KPIs is based on a review of the
audited financial statements of the Group.
14 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group for the 2022 year are set out in the following tables.
Long-term
benefits
Share-based
payments
Performance
based
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Long service
leave
$
Equity-
settled
$
%
remuneration
$
Total
$
Short-term
benefits
Cash salary
and fees
$
80,000
54,545
48,000
-
-
-
390,000
216,782
129,210
66,000
-
68,000
-
-
266,432
237,980
225,116
1,586,855
100,000
33,000
33,000
361,210
Non-Executive Directors:
Dr Kenneth Carr
Mr Mithila Nath
Ranawake
Dr Philip Carter
Executive Directors:
Mr Andrew Roberts
Ms Wendy Tyberek
Secretary:
Ms Wendy Tyberek
Mr Graham Henderson
Other KMP:
Mr Philippe Benoliel
Mr Neil Louis (a)
Mr Robert Vernon
(a) Terminated 30 June 2022
-
-
-
-
-
-
-
-
-
-
-
-
5,455
4,800
23,568
22,937
-
-
23,568
25,639
25,512
131,479
-
-
-
-
-
-
-
-
-
253,167
162,835
-
-
-
181,645
-
336,594
-
-
406,600
- 1,340,841
-
-
-
-
-
-
-
80,000
60,000
305,967
705,613
305,719
-
68,000
571,645
-
633,213
-
-
690,228
- 3,420,385
Details of the remuneration of key management personnel of the Group for the 2021 year are set out in the following tables.
Short-term
benefits
Cash salary
and fees
$
55,000
48,000
48,000
295,000
165,000
-
60,000
228,311
899,311
Non-Executive Directors:
Dr Kenneth Carr
Mr Mithila Nath
Ranawake
Dr Philip Carter
Executive Directors:
Mr Andrew Roberts
Ms Wendy Tyberek
Secretary:
Ms Wendy Tyberek
Mr Graham Henderson
Other KMP
Mr Philippe Benoliel
Long-term
benefits
Share-based
payments
Performance
based
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Long service
leave
$
Equity-
settled
$
%
remuneration
$
Total
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,225
4,560
4,560
20,531
-
-
-
21,690
56,566
-
-
-
-
-
-
-
-
-
33,263
33,263
76,149
162,835
233,263
-
-
-
-
-
-
-
-
-
93,488
85,823
128,709
478,366
398,263
60,000
109,167
647,940
-
359,168
- 1,603,817
15 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 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
2022 are disclosed above.
Options
There were no options over ordinary shares issued to KMP as part of compensation for the period ended 30 June 2022.
Performance Rights
There were no performance rights issued to KMP as part of compensation for the period ended 30 June 2022.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key
management personnel of the Group, including their personally related parties, is set out below:
Balance at
the start of
the year
3,000,000
2,066,667
215,034,995
211,972,169
72,212,546
2,900,000
-
2,000,000
509,186,377
Received
as part of
remuneration
-
-
-
-
-
483,202
-
-
483,202
Additions
7,000,000
7,000,000
-
12,000,000
-
4,659,486
563,060
600,000
31,822,546
Disposals/
other
-
1,000,000
-
-
-
200,000
-
-
1,200,000
Balance at
the end of
the year
10,000,000
8,066,667
215,034,995
223,972,169
72,212,546
7,842,688
563,060
2,600,000
540,292,125
Dr Kenneth Carr
Mr Mithila Nath Ranawake
Mr Andrew Roberts
Ms Wendy Tyberek
Dr Phillip Carter
Mr Philippe Benoliel
Mr Robert Vernon
Mr Graham Henderson
Option holding
There were 11,256,918 options over ordinary shares in the Company held during the financial year by each Director and
other key management personnel of the Group, including their personally related parties
Grant date
30 March 2020
31 March 2021
31 March 2021
31 March 2021
Expiry date
30 June 2023
31 March 2024
31 March 2024
31 March 2024
Exercise price
$0.06
$0.03
$0.045
$0.06
Number under option
4,256,918
3,000,000
2,000,000
2,000.000
11,256,918
Other transactions with KMP and their related parties
During the year directors Ken Carr, Matt Ranawake and Wendy Tyberek exercised 21,000,000 options into FSG ordinary
shares. These shares are included in the Shareholding table above.
Shares under option
There were no unissued ordinary shares of Field Solutions Holdings Limited based on options outstanding at the date
of this report apart from those held by the Directors and KMP set out above. Options holders do not have any rights to
participate in any issues of shares or
16 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 Performance rights
There were performance rights over ordinary shares in the Company held during the financial year by each Director and
other key management personnel of the Group, including their personally related parties.
Performance rights
Mr Andrew Roberts
Philippe Benoliel
Balance at
the start of
the year
Received
as part of
remuneration
Conversion to shares
Disposals/
other
Balance at
the end of
the year
39,000,000
26,000,000
65,000,000
-
-
-
-
-
-
-
-
-
39,000,000
26,000,000
65,000,000
This concludes the remuneration report, which has been audited.
17 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 Indemnity and insurance of officers
Non-audit services
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.
There were no non-audit services provided during the
financial year by the auditor.
Officers of the Company who are former partners of Hall
Chadwick
There are no officers of the Company who are former
partners of Hall Chadwick.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as
required under section 307C of the Corporations Act 2001
is set out immediately after this Directors’ report.
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
24 August 2022 Australia
18 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022 Financial
Statements
FOR THE YEAR ENDED 30 JUNE 2022
20 Field Solutions Holdings Limited and Controlled Entities
Annual Report 2022 Consolidated statement of profit or loss and other
comprehensive income
For the year ended 30 June 2022
Revenue
Expenses
Communication and ISP Costs
Employee benefit expense
Depreciation and amortisation
Other Direct Costs
Share Based Payments
Administration
Profit before income tax expense
Income tax benefit
Consolidated Group
Note
2022
$
2021
$
4
42,793,050
18,845,631
(20,052,940)
(9,399,460)
(3,485,082)
(3,751,138)
(583,354)
(4,641,793)
(8,347,916)
(3,931,385)
(1,623,523)
(2,228,604)
(553,627)
(1,699,382)
5
879,284
448,572
461,194
1,665,798
Profit 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
1,327,856
2,126,992
-
-
Total comprehensive income for the year attributable to the Owners of Field
Solutions Holdings Limited
1,327,856
2,126,992
Basic earnings per share
Diluted earnings per share
32
32
Cents
0.17
0.15
Cents
0.41
0.34
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
21 Field Solutions Holdings Limited and Controlled Entities
Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121 Consolidated statement of financial position
As at 30 June 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Income tax
Total current assets
Non-current assets
Property, plant and equipment
Right of use assets
Intangibles
Deferred tax assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Borrowings
Employee benefits
Contract liabilities
Total current liabilities
Non-current liabilities
Employee benefits
Deferred tax liabilities
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained profits
Total equity
Consolidated Group
Note
2022
$
2021
$
7
8
9
5
10
16
11
5
12
16
13
14
15
14
5
16
9,965,623
9,446,297
664,295
991,800
21,068,016
18,613,295
5,975,822
15,069,366
1,090,448
40,748,931
183,602
4,785,258
112,566
991,800
6,073,226
7,896,371
833,254
1,450,864
412,698
10,593,187
61,816,948
16,666,413
11,597,112
1,762,745
-
361,524
1,591,739
15,313,120
797,347
132,318
4,121,525
5,051,190
3,054,882
315,163
953,928
264,602
426,361
5,014,936
-
242,942
866,970
1,109,912
20,364,310
6,124,848
41,452,637
10,541,565
17
18
19
38,406,595
961,233
2,084,809
9,190,696
593,916
756,953
41,452,637
10,541,565
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes
22 Field Solutions Holdings Limited and Controlled Entities
Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121 Consolidated statement of changes in equity
For the year ended 30 June 2022
Consolidated Group
Issued
capital
$
Reserves
$
Retained
profits
$
Total equity
$
Balance at 1 July 2020
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
8,358,058
-
-
572,927
-
-
(1,370,039)
2,126,992
-
7,560,946
2,126,992
-
Total comprehensive loss for the year
-
-
2,126,992
2,126,992
Issue of shares from Options exercise
Issued capital cancelled options
Shares issued on conversion of convertible notes
Issue of shares from conversion of performance rights
Share reserve - Grant of Options and performance rights
300,000
-
254,920
277,718
-
(92,252)
(6,725)
(254,920)
(200,000)
574,886
-
-
-
-
-
207,748
(6,725)
-
77,718
574,886
Balance at 30 June 2021
9,190,696
593,916
756,953
10,541,565
Consolidated Group
Issued
capital
$
Reserves
$
Retained
profits
$
Total equity
$
Balance at 1 July 2021
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
9,190,696
-
-
593,916
-
-
756,953
1,327,856
-
10,541,565
1,327,856
-
Total comprehensive income for the year
-
-
2,084,809
11,869,421
Issue of capital, net of costs
Conversion of directors options
Issue of capital for business acquisition
Conversion of performance shares
Share based payments
Employee share subscription
18,999,999
1,099,580
8,544,640
39,127
101,823
430,730
-
(199,580)
-
(16,457)
583,354
-
-
-
-
-
-
-
18,999,999
900,000
8,544,640
22,670
685,177
430,730
Balance at 30 June 2022
38,406,595
961,233
2,084,809
41,452,637
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes
23 Field Solutions Holdings Limited and Controlled Entities
Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121 Consolidated statement of cash flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest paid
Refund / (payment) of income tax
Net cash from operating activities
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for property, plant and equipment
Payments for intangibles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Costs of raising capital
Payment of leases
Proceeds from short-term borrowings
Repayment of short-term borrowings
Net cash from financing activities
Consolidated Group
Note
2022
$
2021
$
39,381,410
(32,102,064)
(238,001)
-
7,041,074
15,153,709
(14,448,218)
(164,309)
1,740,252
2,281,434
28
(2,706,213)
(11,589,480)
(1,096,432)
(15,392,125)
-
(3,158,458)
(198,259)
(3,356,717)
21,377,754
(922,531)
(1,368,225)
856,948
(1,810,876)
300,000
-
(190,859)
1,278,928
(561,910)
18,133,070
826,159
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
9,782,018
183,602
9,965,620
(249,124)
432,726
183,602
7
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
24 Field Solutions Holdings Limited and Controlled Entities
Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121 Notes to the consolidated financial statements
For the year ended 30 June 2022
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.
Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) and the
Corporations Act 2001, as appropriate for for-profit
oriented entities. These financial statements also comply
with International Financial Reporting Standards as issued
by the International Accounting Standards Board (‘IASB’).
Historical cost convention
The financial statements have been prepared under the
historical cost convention, except for, where applicable, the
revaluation of available-for-sale financial assets, financial
assets and liabilities at fair value through profit or loss,
investment properties, certain classes of property, plant
and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the
use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to
the financial statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001, these
financial statements present the results of the Group only.
Supplementary information about the parent entity is
disclosed in Note 25.
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 2022 and the results of all subsidiaries for the
year then ended. Field Solutions Holdings Limited and
its subsidiaries together are referred to in these financial
statements as the ‘Group’.
Subsidiaries are all those entities over which the Group
has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect
those returns through its power to direct the activities of
the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
25 Field Solutions Holdings Limited and Controlled Entities
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
Communication Services
Customers usually pay in advance for communication
services on a monthly basis, typically at the
commencement of the month. Customers typically
pay for hardware and other equipment at the time
of sale. Revenue from the sale of handsets and other
equipment is recognised when control of the handset and
other equipment has transferred to the customer. The
transactions price is determined at the rates stipulated in
the contract with the customer.
Telecommunication Infrastructure
The Group has been engaged by a number of councils
to assist with building infrastructure across a number of
shires. Contracts typically involve a number of separate
performance obligations and the transaction price is
allocated across these performance obligations. The
performance obligations are typically aligned with the
respective milestones. Where amounts are received in
advance of fulfilment of those respective performance
obligations the Group recognises a contract liability. A
contract asset is recognised where the performance
obligations have been satisfied but not yet billed due to
a milestone payment. The Group considers cost-to- cost
method an appropriate measure of progress for the
completion of the performance obligation. The cost-to-
cost method is based on the proportion of the contract
costs incurred for the work performed to date relative
to the estimated total contract costs. Once an invoice is
issued, the corresponding contract asset is reclassified to
Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121 Notes to the consolidated
financial statements continued
trade receivables. No significant financing components
have been identified in the contracts with the councils as
the period between meeting of the performance obligation
and milestone payments.
Contract Liabilities
Revenue is recognised for sales of telecommunications
services when control of the service passes to the
customer. This occurs when the services are delivered to
the customer. The amount received at the time of the sale
transaction is recognised as a contract liability until delivery
takes place and control passes.
Interest
Interest revenue is recognised as interest accrues using the
effective interest method. This is a method of calculating
the amortised cost of a financial asset and allocating the
interest income over the relevant period using the effective
interest rate, which is the rate that exactly discounts
estimated future cash receipts through the expected life
of the financial asset to the net carrying amount of the
financial asset.
Other revenue
Other revenue is recognised when it is received or when
the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the
tax payable on that period’s taxable income based on the
applicable income tax rate for each jurisdiction, adjusted
by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses
and the adjustment recognised for prior periods, where
applicable.
Deferred tax assets and liabilities are recognised for
temporary differences at the tax rates expected to be
applied when the assets are recovered or liabilities are
settled, based on those tax rates that are enacted or
substantively enacted, except for:
n 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
n 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.
26 Field Solutions Holdings Limited and Controlled Entities
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.
Tax Consolidation
The company and its wholly-owned Australian resident
entities have formed a tax consolidated Group and are
therefore taxed as a single entity from that date. The head
entity within the tax-consolidated Group is Field Solutions
Holdings Limited. Tax expense/ income, deferred tax
liabilities and deferred tax assets arising from temporary
differences of the members of the tax-consolidated Group
are recognised in the separate financial statements of
the members of the tax- consolidated Group using the
“separate taxpayer within group” approach by reference to
the carrying amounts in the separate financial statements
of each entity and the tax values applying under tax
consolidation. Current tax liabilities and assets and deferred
tax assets arising from unused tax losses and relevant tax
credits of the members of the tax-consolidated Group are
recognised by the Company (as head entity in the tax-
consolidated Group). Due to the existence of a tax funding
arrangement between the entities in the tax consolidated
Group, amounts are recognised as payable to or receivable
by the Company and each member of the Group in relation
to the tax contribution amounts paid or payable between
the Parent Entity and the other members of the tax
consolidated Group in accordance with the arrangement.
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
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
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.
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.
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
3-25 years
Fixtures and fittings
Motor Vehicles
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.
Employee costs and consulting costs associated with
consulting and installing certain specialised assets during
the year ended 30 June 2022 are appropriately capitalised.
The cost of fixed assets constructed within the
Consolidated Group includes the cost of materials, direct
labour, borrowing cots and an appropriate proportion of
fixed and variable overheads.
Subsequent costs are included in the asset’s carrying
amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits
associated with the item will flow to the group and the cost
of the item can be measured reliably. All other repairs and
27 Field Solutions Holdings Limited and Controlled Entities
maintenance are recognised as expenses in profit or loss
during the financial period in which they are incurred.
Intangible assets
Intangible assets acquired as part of a business
combination, other than goodwill, are initially measured
at their fair value at the date of the acquisition. Intangible
assets acquired separately are initially recognised at cost.
Indefinite life intangible assets are not amortised and are
subsequently measured at cost less any impairment. Finite
life intangible assets are subsequently measured at cost
less amortisation and any impairment. The gains or losses
recognised in profit or loss arising from the derecognition
of intangible assets are measured as the difference
between net disposal proceeds and the carrying amount
of the intangible asset. The method and useful lives of
finite life intangible assets are reviewed annually. Changes
in the expected pattern of consumption or useful life are
accounted for prospectively by changing the amortisation
method or period. Employee costs and consulting
costs associated with consulting and installing certain
specialised assets during the year ended 30 June 2022 are
appropriately capitalised
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.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022
Notes to the consolidated
financial statements continued
Trade and other payables
These amounts represent liabilities for goods and services
provided to the Group prior to the end of the financial year
and which are unpaid. Due to their short- term nature, they
are measured at amortised cost and are not discounted.
The amounts are unsecured and are usually paid within 30
days of recognition.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary
benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date are
measured at the amounts expected to be paid when the
liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not
expected to be settled within 12 months of the reporting
date are measured at the present value of expected future
payments to be made in respect of services provided by
employees up to the reporting date using the projected
unit credit method. Consideration is given to expected
future wage and salary levels, experience of employee
departures and periods of service. Expected future
payments are discounted using market yields at the
reporting date on national government bonds with terms
to maturity and currency that match, as closely as possible,
the estimated future cash outflows.
Fair value measurement
When an asset or liability, financial or non-financial,
is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would
be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the
measurement date; and assumes that the transaction will
take place either: in the principal market; or in the absence
of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming they act in their economic best interests.
For non-financial assets, the fair value measurement is
based on its highest and best use. Valuation techniques
that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
28 Field Solutions Holdings Limited and Controlled Entities
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
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
acquirer receives all the information possible to determine
fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to the Owners of Field Solutions Holdings
Limited, excluding any costs of servicing equity other
than ordinary shares, by the weighted average number
of ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued
during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account the after income tax effect of interest and
other financing costs associated with dilutive potential
ordinary shares and the weighted average number of
shares assumed to have been issued for no consideration in
relation to dilutive potential ordinary shares.
Goods and Services Tax (‘GST’) and other
similar taxes
Revenues, expenses and assets are recognised net of
the amount of associated GST, unless the GST incurred
is not recoverable from the tax authority. In this case it is
recognised as part of the cost of the acquisition of the
asset or as part of the expense.
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the tax authority
is included in other receivables or other payables in the
statement of financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or
financing activities which are recoverable from, or payable
to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the
amount of GST recoverable from, or payable to, the tax
authority.
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 (i.e. trade date accounting is adopted).
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
29 Field Solutions Holdings Limited and Controlled Entities
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:
n amortised cost; or
n fair value through profit or loss.
A financial liability is measured at fair value through profit
and loss if the financial liability is:
n a contingent consideration of an acquirer in a
business combination to which AASB 3: Business
Combinations applies;
n held for trading; or
n 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:
n it is incurred for the purpose of repurchasing or
repaying in the near term;
n part of a portfolio where there is an actual pattern
of short-term profit taking; or
n 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).
n 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.
n 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
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
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:
n amortised cost;
n fair value through profit or loss. Measurement is on
the basis of two primary criteria:
n the contractual cash flow characteristics of the
financial asset; and
n the business model for managing the financial
assets.
A financial asset that meets the following conditions is
subsequently measured at amortised cost:
n the financial asset is managed solely to collect
contractual cash flows; and
n 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:
n 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;
n 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;
n 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.
30 Field Solutions Holdings Limited and Controlled Entities
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (i.e. 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:
n the right to receive cash flows from the asset has
expired or been transferred;
n all risk and rewards of ownership of the asset have
been substantially transferred; and
n the Group no longer controls the asset (i.e. 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.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
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 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:
n financial assets that are measured at amortised
cost.
Loss allowance is not recognised for:
n 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:
n 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
n 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 (i.e. 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
31 Field Solutions Holdings Limited and Controlled Entities
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.
COVID-19
Judgement has been exercised in considering the impacts
that the Coronavirus (COVID-19) pandemic has had, or
may have, on the group based on known information. This
consideration extends to the nature of the services offered,
customers, supply chain, staffing and geographic regions in
which the Group operates.
New Accounting Standards implemented for
FY22
There were no new accounting standards adopted during
the year.
Leases (the Group as lessee)
The Group as lessee
At inception of a contract, the Group assesses if the
contract contains or is a lease. If there is a lease present,
a right-of-use asset and a corresponding lease liability
is recognised by the Group where the Group is a lessee.
However all contracts that are classified as short-term
leases (lease with remaining lease term of 12 months or
less) and leases of low value assets are recognised as an
operating expense on a straight-line basis over the term of
the lease.
Initially the lease liability is measured at the present value
of the lease payments still to be paid at commencement
date. The lease payments are discounted at the interest
rate implicit in the lease. If this rate cannot be readily
determined, the Group uses the incremental borrowing
rate.
Lease payments included in the measurement of the lease
liability are as follows:
n fixed lease payments less any lease incentives;
n variable lease payments that depend on an index
or rate, initially measured using the index or rate at
the commencement date;
n the amount expected to be payable by the lessee
under residual value guarantees the exercise price
of purchase options, if the lessee is reasonably
certain to exercise the options;
n lease payments under extension options if lessee is
reasonably certain to exercise the options; and
n payments of penalties for terminating the lease, if
the lease term reflects the exercise of an option to
terminate the lease.
The right-of-use assets comprise the initial measurement
of the corresponding lease liability as mentioned above,
any lease payments made at or before the commencement
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
date as well as any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less
accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or
useful life of the underlying asset whichever is the shortest.
Where a lease transfers ownership of the underlying asset
or the cost of the right-of-use asset reflects that the Group
anticipates to exercise a purchase option, the specific asset
is depreciated over the useful life of the underlying asset.
NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its
judgements and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses. Management
bases its judgements, estimates and assumptions on
historical experience and on other various factors, including
expectations of future events, management believes to
be reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom equal
the related actual results.
The judgements, estimates and assumptions that have
a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities (refer to
the respective notes) within the next financial year are
discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled transactions
with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The
fair value is determined by using either the Binomial or
Black-Scholes model taking into account the terms and
conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-
settled share- based payments would have no impact on
the carrying amounts of assets and liabilities within the
next annual reporting period but may impact profit or loss
and equity.
Fair value measurement hierarchy
The Group is required to classify all assets and liabilities,
measured at fair value, using a three level hierarchy, based
on the lowest level of input that is significant to the entire
fair value measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement
date; Level 2: Inputs other than quoted prices included
within Level 1 that are observable for the asset or liability,
either directly or indirectly; and Level 3: Unobservable
inputs for the asset or liability.
Considerable judgement is required to determine what is
significant to fair value and therefore which category the
asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is
determined by the use of valuation models. These include
32 Field Solutions Holdings Limited and Controlled Entities
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
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.
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
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 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.
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.
being supply of telecommunication and cloud services
and products which is designing, building and operating
telecommunications networks in rural, regional and remote
Australia.
The Group operates only in one business segment and has
a single group of similar services and products,
The operating segment information is the same information
as provided throughout the financial statements and
therefore not duplicated.
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 and infrastructure services
Continued operations
Telecommunication operating services
Telecommunication infrastructure services
Other revenue
Government Subsidies
Consolidated Group
2022
$
2021
$
34,818,804
14,943,939
7,974,246
3,651,192
42,793,050
18,595,131
-
250,500
Revenue from telecommunication services is recognised over time. Infrastructure revenue is recognised at a point in time as
the performance obligations are satisfied.
33 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 5. INCOME TAX EXPENSE/(BENEFIT)
Income tax expense/(benefit)
Current tax
Deferred tax
Adjustments for change in tax rates
Income tax expense
Consolidated Group
2022
$
2021
$
(431,394)
(17,178)
-
(448,572)
(991,800)
(600,335)
(73,663)
(1,665,798)
Numerical reconciliation of income tax benefit and tax at the statutory rate
Profit/(loss) before income tax expense
879,284
461,194
Tax at the statutory tax rate of 25% (2021: 26%)
219,821
66,752
Income tax expense/(benefit)
219,821
66,752
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share based payment not deductible
Impact of change in tax rate
Other non-deductible expenses
Benefit of R&D offset
R&D non-deductible expenses
Tax losses utilised
Understatement 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
Lease liabilities
Carry forward - non-refundable R&D offset
Total
Tax receivable
Deferred tax liability
Right of use assets
Property, plant and equipment tax cost base resetting
Capitalised 2022 F/year R & D Eligible Expenditure
Difference between tax cost base and book value of assets
Total
34 Field Solutions Holdings Limited and Controlled Entities
583,384
-
(454,715)
(431,395)
300,000
(656,667)
132,171
21,889
(482,553)
(991,800)
592,800
(931,394)
-
(73,663)
(448,572)
(1,665,798)
3,365
62,991
89,052
294,325
209,320
431,395
3,365
22,911
24,738
66,151
295,533
-
1,090,448
412,698
(991,800)
(1,665,798)
(41,837)
16,691
7,464
150,000
218,767
16,692
-
7,464
132,318
242,943
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 6. PROFIT FOR THE YEAR
Interest – AASB16 Leases
Interest – third parties
Total Interest Expense
NOTE 7. CURRENT ASSETS - CASH AND CASH EQUIVALENTS
Cash at bank
Consolidated Group
2022
$
2021
$
238,001
-
238,001
31,406
132,902
164,308
Consolidated Group
2022
$
2021
$
9,965,623
183,602
NOTE 8. 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 simplified approach set out in AASB 9: Financial Instruments.
Current
$
Past Due
Total
$
< 30
31 – 60
61-90
> 90
June 2022
Gross carrying amount
Expected credit loss allowance
707,644
-
4,680,517
-
372,854
-
753,134
-
3,288,355
(356,207)
9,802,504
(356,207)
Net carrying amount
707,644
4,680,517
372,854
753,134
2,932,148
9,446,297
June 2021
Gross carrying amount
Expected credit loss allowance
Net carrying amount
824,485
-
824,485
2,769,315
-
2,769,315
48,540
-
48,540
-
-
-
1,241,873
(98,953)
1,142,920
4,884,211
(98,953)
4,785,258
Key judgements – Expected Credit Losses
Included in trade receivables > 90 days, approximately 99% relates to larger business customers and after extensive review
87% is considered recoverable. Covid-19 has impacted projects and receivables timeframes have been extended to support
some customers.
Included in trade receivables > 90 days, less than 1% relate to consumer customers the business has a monthly write off per
month of less then 1% of MRR consumer revenue.
A provision of $356,207 has been taken up after an extensive assessment of the expected losses of all debtors.
While there is some uncertainty with timing of collection of the above trade receivables, directors are of the view that the
provision for impairment is adequately measured and recognised in accordance with AASB 9 and this will be reassessed on
an ongoing basis and at each reporting period.
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 8. The class of assets described as “trade
and other receivables” is considered to be the main source of credit risk related to the Group.
35 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 9. OTHER ASSETS
Prepayments
NOTE 10. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
Plant and equipment - at cost
Less: Accumulated depreciation
Fixtures and fittings - at cost
Less: Accumulated depreciation
Motor vehicles - at cost
Less: Accumulated depreciation
Consolidated Group
30 June 2022
$
30 June 2021
$
644,295
112,565
Consolidated Group
2022
$
2021
$
22,650,941
(4,369,417)
18,281,525
607,855
(384,806)
223,049
145,297
(36,577)
108,720
18,613,295
10,424,273
(2,633,657)
7,790,616
412,584
(329,892)
82,692
113,304
(90,241)
23,063
7,896,371
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:
Balance at 1 July 2020
Additions
Disposals
Depreciation expense
Balance at 30 June 2021
Additions
Acquisition through business combinations
Disposals
Depreciation expense
Balance at 30 June 2022
Plant and equipment Fixtures and Fittings
Motor Vehicles
Total
5,306,630
3,417,015
-
(933,029)
7,790,616
11,199,553
1,027,116
-
(1,735,760)
18,281,525
50,106
50,755
-
(18,169)
82,692
195,271
-
-
(54,914)
223,050
41,178
-
-
(18,116)
23,062
91,993
-
(60,000)
53,664
108,719
5,397,914
3,467,770
-
(969,314)
7,896,371
11,486,817
1,027,116
(60,000)
(1,737,009)
18,613,295
36 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 11. NON-CURRENT ASSETS - INTANGIBLES
Customer contracts and costs
Computer software and IP
Acquisition through business combinations
Less: Accumulated amortisation
Balance at 30 June 2022
Consolidated Group
Balance at 30 June 2020
Additions
Disposals
Amortisation expense
Balance at 30 June 2021
Additions
Acquisition through business combinations
Disposals
Amortisation expense
Balance at 30 June 2022
Consolidated Group
30 June 2022
$
30 June 2021
$
1,939,185
3,058,788
13,184,053
18,182,027
(3,112,661)
15,069,366
1,682,834
2,218,795
-
3,901,629
(2,450,766)
1,450,863
Customer Contracts
and costs
Computer Software
and IP
Total
583,119
-
-
(212,012)
371,107
256,351
13,184,053
-
(157,582)
13,653,929
1,125,606
198,260
-
(244,109)
1,079,757
839,993
-
-
(504,312)
1,415,438
1,708,725
198,260
-
(456,122)
1,450,864
1,096,344
13,184,053
-
(661,895)
15,069,366
Intangible assets include those acquired during the year from TasmaNet Pty Ltd including customer contracts. Refer to
Note 22 for further information.
Included in Computer Software and IP - Product development costs
n 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:
n the technical feasibility of completing the intangible asset so that it will be available for use or sale
n the intention to complete the intangible asset to use or sell it
n the ability to use or sell the intangible asset
n how the intangible asset will generate probable future economic benefits
n the availability of adequate technical, financial and other resources to complete the development and to use or sell
n the intangible asset, and
n 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
37 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 12. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
Trade Payables
Other payables and accruals (a)
(a) TasmaNet earnout contingency
NOTE 13. BORROWINGS
Unsecured liabilities:
Overdraft (a)
(a) Overdraft Facility provided by CBA. Limit of $2,000,000 with Interest is payable at 7.68% per annum.
NOTE 14. EMPLOYEE BENEFITS
Short-term employee benefits (a)
Post-employment benefits
(a) Refer to Note 1 for the Group’s policy on employee benefits
NOTE 15. CONTRACT LIABILITIES
Amounts received in advance for sale of services to be recognised in July 2022
Amounts received from Government Grants to be recorded
as income based on useful life of assets
Refer to Note 1 for the Group’s policy on contract liabilities
Consolidated Group
2022
$
2021
$
9,597,112
2,000,000
11,597,112
3,054,882
-
3,054,882
Consolidated Group
2022
$
2021
$
-
953,928
Consolidated Group
2022
$
2021
$
361,524
797,347
1,158,871
264,602
-
264,602
Consolidated Group
2022
$
2021
$
560,489
426,351
1,031,250
1,591,739
-
426,351
38 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022
Notes to the consolidated
financial statements continued
NOTE 16. LEASES
(i) AASB 16 related amounts recognised in the balance sheet
Right of use assets
Leased buildings:
Opening balance
Additions to right-of-use assets
Depreciation expense for the year
Net carrying amount
Leased equipment:
Opening balance
Additions to right-of-use assets
Business Acquisitions
Depreciation expense for the year
Net carrying amount
30 June 2022
$
30 June 2021
$
415,330
38,504
(138,085)
315,749
417,824
5,610,478
519,778
(888,007)
5,660,074
476,410
21,501
(82,481)
415,430
175,627
320,182
-
(77,985)
417,824
Total right-of-use assets
5,975,822
833,254
Lease liabilities
Leased buildings:
Opening balance
Additions to lease liabilities
Net Principal reductions for the year
Net carrying amount
Leased equipment:
Opening balance
Additions to lease liabilities
Principal repayments for the year
Net carrying amount
Total lease liabilities
Current liabilities*
Non-current liabilities
419,178
53,445
(149,075)
323,548
762,955
5,868,595
(1,070,828)
5,560,722
487,807
42,886
(111,514)
419,178
196,566
636,432
(70,043)
762,955
1,762,745
4,121,525
5,884,270
315,163
866,970
1,182,133
*Current lease commitments reflect the lease commitments, net of future interest charges, due within 12 months.
39 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 17. EQUITY - ISSUED CAPITAL
Consolidated Group
2022
Shares
2021
Shares
2022
$
2021
$
Ordinary shares - fully paid
763,741,605
556,485,320
38,406,595
9,190,696
Issue
Date
2022
shares
2022
$
Movements in ordinary share capital
Ordinary shares - fully paid, opening balance
Issue of performance shares from shares previously quoted
Release of escrowed shares
Capital Raise
Employee Share Purchase
Acquisition Tasmanet
Converted options
Ordinary shares - fully paid, closing balance
556,485,320
7,500,000
16,004,656
121,212,122
3,333,824
47,470,220
27,739,919
763,741,605
9,190,696
27,600
-
18,999,999
544,080
8,544,640
1,099,576
38,406,595
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 2021 Annual Report.
40 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 18. EQUITY - RESERVES
Share based payments reserve
Total reserves
NOTE 19. EQUITY - RETAINED PROFITS
Retained profits at the beginning of the financial year
Profit/(loss) after income tax expense for the year
Retained profits at the end of the financial year
NOTE 20. EQUITY - DIVIDENDS
Consolidated Group
2022
$
2021
$
961,233
961,233
593,916
593,916
Consolidated Group
2022
$
2021
$
756,953
1,327,856
2,084,809
(1,370,039)
2,126,992
756,953
There were no dividends paid, recommended or declared during the current or previous financial year.
41 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 21. 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:
Financial assets
Cash and cash equivalents
Trade receivables
Other assets
Total financial Assets
Financial liabilities
Trade and other payables
Borrowings
Contract liabilities
Lease liabilities
Total financial liabilities
Market risk
Foreign currency risk
Consolidated Group
2022
$
2021
$
9,965,623
9,446,298
664,295
20,076,216
11,597,011
-
1,591,739
5,884,270
19,073,020
183,602
4,785,258
112,566
5,081,426
3,054,882
953,928
426,361
1,182,133
5,617,304
The Group is not exposed to any significant foreign currency risk.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
Sensitivity analysis
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.
42 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
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.
Financial Asset & Liability Maturity Analysis
Consolidated
Group
Financial
liabilities due
for payment
Trade and other
payables
Borrowings
Lease Liabilities
Total expected
outflows
Financial
assets
– cash flows
realisable
Cash and cash
equivalents
Trade and other
receivables
Total expected
inflows
Net (outflow)/
inflow on financial
instruments
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2022
$
2021
$
2022
$
2021
$
2022
$
2021
$
2022
$
2021
$
11,597,011
3,054,882
-
953,928
-
-
-
-
1,762,745
315,163
4,121,525
866,970
13,359,756
4,323,973
4,121,525
866,970
9,965,623
183,602
10,110,693
4,897,823
20,076,216
5,081,426
-
-
-
-
-
-
6,716,460
757,453
(4,121,525)
(866,970)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,597,011
3,481,246
-
1,553,303
5,884,270
582,753
17,481,281
5,190,943
9,965,623
183,602
10,110,693
4,897,823
20,076,216
5,081,426
2,594,935
(109,518)
43 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 22. ACQUISITION OF TASMANET
Fair value of consideration transferred:
Assets/(liabilities) assumed
Receivables(ii)
Inventories
Property, plant and equipment
Rights of use assets
Payables
Lease liabilities
Gain in fair value
Deferred tax on liabilities acquired
Cash
Identifiable net assets
Intangible Assets, customer contracts on acquisition
Fair Value
13,744,960
1,249,130
9,374
1,027,176
519,718
(2,544,879)
(524,143)
(323,529)
(339,798)
484,733
(118,689)
13,184,053
(a) The consideration paid to acquire TasmaNet Pty Ltd consisted of $3,200,321 in cash and 47,470,220 ordinary shares at
a fair value of $0.18, issued to the vendors of TasmaNet Pty Ltd. The fair value of the shares has been determined based
on the current market price of the shares at the date of acquisition with control obtained 1 October 2021. A contingency
payment of $2,000,000 is available for payment to the vendors of TasmaNet Pty Ltd should the business meet its
revenue targets for the full year 2022. Any additional payment will be made following release of the FY22 audit.
(i) The directors have made provision for impairment where required.
(ii) No goodwill has been recognised as part of the acquisition. Refer to Note 1 Significant accounting policies for further
detail regarding the establishment of fair value for the transaction. The balances stated are provisional and that the
fair values are in the process of being assessed by a third party. The final fair values will be presented in 31 December
2022 half yearly report.
NOTE 23. KEY MANAGEMENT PERSONNEL DISCLOSURES
Directors
The following persons were Directors of Field Solutions Holdings Limited during the financial year:
n Dr Kenneth Carr
n Mr Andrew Roberts
n Mr Mithila Nath Ranawake
n Ms Wendy Tyberek
n Dr Phillip Carter
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of
the Group, directly or indirectly, during the financial year:
n Mr Graham Henderson (joint Company Secretary)
n Mr Philippe Benoliel (COO)
n Mr Robert Vernon (CEO TasmaNet)
n Mr Neil Louis (CFO TasmaNet)
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 2022
44 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
Total KMP compensation
Short-term employee benefits
Consolidated Group
2022
$
2021
$
1,948,065
131,479
1,340,841
3,420,385
899,311
56,566
647,940
1,603,817
These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as salary, paid
leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.
Post-employment benefits
These amounts are the current-year’s estimated costs of providing for the Group’s defined benefits scheme post-
retirement, superannuation contributions made during the year and post-employment life insurance benefits.
Other long-term benefits
These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred
bonus payments.
Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by
the fair value of the options, rights and shares granted on grant date. This amount includes 65,000,000 performance rights
which have been granted as part of remuneration. Refer to the remuneration report for further information.
NOTE 24. RELATED PARTY TRANSACTIONS
Parent entity
Field Solutions Holdings Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 30.
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:
Beginning of the year
Repayments
End of the year
45 Field Solutions Holdings Limited and Controlled Entities
2022
$
2021
$
-
-
-
34,961
(34,961)
-
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 25. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Profit after income tax, total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share issue reserve
Retained profits
Total equity
Contingent liabilities
Parent
2022
$
2021
$
320,128
320,128
336,905
336,905
Parent
2022
$
2021
$
2,479,307
463,586
6,739,695
3,638,763
192,498
650,652
3,786,574
1,005,227
1,455,954
139,470
1,357,698
2,953,122
1,455,954
139,470
1,038,112
2,633,536
The parent entity had no contingent liabilities as at 30 June 2022.
Capital commitments
The parent entity had no capital commitments as at 30 June 2022.
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:
n Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
n Investments in associates are accounted for at cost, less any impairment, in the parent entity.
n 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.
46 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 26. OPTIONS
A summary of the movements of all Group options issues is as follows:
Options outstanding as at 30 June 2021
Granted 2021
Exercised during the year
Lapsed during the year
Options outstanding as at 30 June 2022
Options exercisable as at 30 June 2022
25,256,917 options were exercised during the year ended 30 June 2022.
The weighted average remaining life of options outstanding at year-end was 2 years.
A summary of the movements of all Group performance rights is as follows:
Performance rights outstanding as at 30June 2021
Granted during the year -
Converted to shares on 20 December 2021
Outstanding rights at 30 June 2022
NOTE 27. SHARE BASED PAYMENT
Share based payment
Number
Weighted Average
Exercise Price
28,947,125
7,566,710
(25,256,917)
-
11,256,918
7,000,000
$0.0500
$0.0450
$0.0450
-
$0.0500
$0.0450
Number
67,500,000
(2,500,000)
65,000,000
Fair Value
2022
$
2021
$
583,354
583,354
553,627
553,627
NOTE 28. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH FROM OPERATING
ACTIVITIES
Consolidated Group
2022
$
2021
$
Profit/(loss) after income tax expense for the year
1,327,856
2,126,992
Adjustments for:
Depreciation and amortisation
(decrease) in trade and other receivables
Share based payment
Increase in trade and other payables
Tax payable/(receivable)
Increase in employee provisions
Net cash from operating activities
47 Field Solutions Holdings Limited and Controlled Entities
3,485,082
(3,963,640)
583,354
5,418,614
(488,572)
638,380
7,041,074
1,623,523
(3,691,922)
553,627
1,532,249
74,454
62,512
2,281,434
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 29. EVENTS AFTER THE REPORTING PERIOD
No matter or circumstance has arisen since 30 June 2022 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 30. 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:
Ownership interest
Principal place of
business/Country of
incorporation
2022
%
2022
%
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)
Tups Company Pty Ltd
Field Solutions Group Pty Ltd
FSG RSP Pty Ltd
Field Solutions Technology Services Pty Ltd
FSG MSP Pty Ltd (previously IP Transit Pty Ltd)
Tasmanet Pty Ltd
Internomic Pty Ltd
DC3 Pty Ltd
Tasconnex Pty Ltd
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
NOTE 31. CONTINGENT LIABILITIES
There are no contingent liabilities as at 30 June 2022.
NOTE 32. EARNINGS PER SHARE
Profit/(loss) after income tax attributable to the Owners of Field Solutions Holdings
Limited
1,427,856
2,126,992
Consolidated Group
2022
$
2021
$
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
48 Field Solutions Holdings Limited and Controlled Entities
Number
Number
802,823,254
517,020,859
879,080,172
622,901,269
Cents
Cents
0.17
0.15
0.41
0.34
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated
financial statements continued
NOTE 33. COMMITMENTS
The group had no commitments at 30 June 2022.
NOTE 34. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by Hall Chadwick NSW Pty Ltd, the
auditor of the Company:
Consolidated Group
2022
$
2021
$
89,100
89,100
68,500
68,500
Auditing or review of the financial statements
Total
NOTE 35. COMPANY DETAILS
The registered office and principal place of business of the Company are:
Registered office
Newton Henry
Level 2, 33 George Street
LAUNCESTON TAS 7250
AUSTRALIA
NOTE 36. FAIR VALUE
Principal place of business
Suite 38
23 Narabang Way
BELROSE NSW 2085
AUSTRALIA
The amounts stated in the financial statements are equivalent to their fair values.
49 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Directors’
Declaration
In the Directors’ opinion:
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2022
and of its performance for the financial year ended on that date; and there are reasonable grounds to believe that the
Company will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
Dr Kenneth Carr
Director and Chairman
24 August 2022 Australia
Mr Mithila Nath Ranawake
Director
50 Field Solutions Holdings Limited and Controlled Entities
Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Shareholder
Information
The shareholder information set out below was applicable as at 30 June 2022.
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Shareholder
CONVERGENT
KESTREL GROWTH COMPANIES LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMS PTY LTD
SFO VENTURES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HOLDREY PTY LTD
MICROEQUITIES ASSET MANAGEMENT PTY LTD
KEN CARR
GBBM PTY LIMITED
CLEMENT HOLDINGS AUSTRALIA PTY LIMITED
< CALCULUS A/C >
MATT RANAWAKE
UBS NOMINEES PTY LTD
MR PHILIPPE BENOLIEL
MR RYAN ANTHONY SPILLANE
ORDNANCE NETWORKS PTY LIMITED
SMC CAPITAL PTY LTD
CAPITAL PROPERTY CORPORATION PTY LTD
CITICORP NOMINEES PTY LIMITED
Total
Total issued capital - selected security class(es)
Unquoted equity securities
There are no unquoted equity securities.
Substantial holders
Substantial holders in the Company are set out below:
Shareholder
CONVERGENT
57 Field Solutions Holdings Limited and Controlled Entities
Ordinary Shares
Number held
% total shares issued
227,034,995
72,212,546
53,740,959
30,192,684
27,831,319
15,640,882
15,122,659
13,805,136
10,092,606
10,000,000
9,700,000
8,225,953
8,066,667
7,878,788
7,842,688
7,500,000
7,048,486
6,639,873
6,060,607
6,009,228
550,646,076
763,741,505
29.73%
9.46%
7.04%
3.95%
3.64%
2.05%
1.98%
1.81%
1.32%
1.31%
1.27%
1.08%
1.06%
1.03%
1.03%
0.98%
0.92%
0.87%
0.79%
0.79%
72.10%
100.00%
Ordinary Shares
Number held
% total shares issued
227,034,995
29.73%
Annual Report 2022 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