MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
MSL Solutions Limited
ANNUAL FINANCIAL REPORT
30 June 2021
P a g e | 0
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Chairman’s Report ................................................................................................................................................ 02
Board of Directors ................................................................................................................................................ 04
Directors’ Report .................................................................................................................................................. 06
Auditor’s Independence Declaration .................................................................................................................... 25
Financial Statements ............................................................................................................................................ 26
Directors Declaration ............................................................................................................................................ 79
Independent Auditor’s Report .............................................................................................................................. 80
Shareholder information ...................................................................................................................................... 83
Corporate Directory .............................................................................................................................................. 85
P a g e | 1
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Chairman’s Report
Dear Shareholders,
I am pleased to present MSL Solutions’ financial results for the year ending 30 June 2021 (FY21). During the year,
we laid key foundations for MSL’s growth as a key technology provider to sports, entertainment and hospitality
venue operators, both domestic and international.
Our results for the financial year highlight the achievements of our earlier initiatives to rightsize the Company’s
operations and focus our portfolio of software and services. Material improvements to our cost base, without
compromising on quality, underlined a resounding return to positive earnings and operating cash flow.
In FY21 MSL delivered EBITDA of $3.1 million exclusive of government subsidies ($4.2 million including
government subsidies), a significant improvement from the Company’s EBITDA loss of $59k in FY20. Our
efficiency and growth initiatives resulted in an operational cash surplus of $5.7 million inclusive of government
subsides ($4.5 million excluding government subsidies). In comparison, MSL’s operations consumed $2.8 million
in cash before government incentives in FY20.
These financial results were possible due to the resilience of revenue despite challenging trading conditions
faced by our broad customer base across our core domestic and international markets. Over the year MSL
generated revenue of $24.7 million, slightly below the $25.1 million in FY20 despite the pandemic impacting the
full 12 months in FY21 versus just the last five months of FY20. The Net Profit after Tax of the Group is $886k for
FY21, this includes an Income Tax Benefit from the recognition of tax losses in FY22 in the Australian Tax Group.
The acquisition of SwiftPOS in November 2020 demonstrated the value that we can unlock through strategic
transactions. With the competitive environment for our core point-of-sale software business relatively
fragmented, we continue to investigate earnings accretive new opportunities. SwiftPOS has expanded our
proprietary technology and produced revenue growth of 20%+ (on a like for like basis) for the business during
FY21 and contributed positively to overall shareholder value.
The company continues to be agile in this disruptive operating environment, adjusting the business framework,
de-risking key revenues and implementing a number of key leadership changes in our two international offices,
MSL Verteda (UK) and Golfbox (Denmark).
MSL Verteda in the UK continues to grow the Kappture technology’s (Reseller agreement) footprint building on
our relationship with ASM Global (ASM), the world’s largest venue management and services company. ASM
now turns to MSL to provide point-of-sales systems across a number of stadiums and arenas, including some of
the UK’s most iconic venues. A significant contract win subsequent to year end further entrenched our position,
as high profile City Football Group engaged MSL to roll out its POS systems at Etihad Stadium, the UK home
ground of Manchester City FC.
Building on our proprietary products and services, MSL expanded its digital capabilities through partnerships
during the year. An agreement with OpenPay early in the period allowed golf club clients to offer buy now, pay
later as a payment option via our platform. Later in the year a partnership with Doshii broadened the services
available to MSL’s client base while delivering new business development and marketing opportunities, including
access to food delivery platform Deliveroo.
We are a client focused company in a business-to-business services market and remain acutely aware of the
ongoing challenges faced by the organisations we support. We are proud to be able to offer innovative tools
that assist our clients with efficiency but also access to services like in-seat ordering, which can increase venue
operators’ flexibility and revenue potential in the current conditions.
P a g e | 2
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Through the leadership of our CEO Pat Howard and our senior management team, we owe a significant round
of thanks to our staff for their contribution during the year — they have been at the centre of MSL’s flexibility
and growth while also dealing with the impost of the pandemic themselves. Finally, I would like to thank my
fellow board members for their ongoing commitment and counsel. The achievements of the past year would
not have been possible without their expert guidance and support.
Tony Toohey
Executive Chairman
P a g e | 3
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Board of Directors
Tony Toohey – Executive Director and Chairman
Tony Toohey was appointed as an Executive Director and Chairman on 1st September 2019.
Tony is a highly accomplished senior executive with over 35 years in the gaming, hospitality, leisure and
technology industries with a proven track record of success in creating sustainable competitive advantage and
a strong platform for continuing growth.
Tony is the former Managing Director, CEO & Executive Chairman of ASX listed Intecq & eBet Limited. Intecq &
eBet Limited was acquired by Tabcorp in Dec 2016 for $128 million. Tony served as GM Business Development
Gaming Tabcorp from 2016 until July 2018.
Interest in Shares and Options
Mr Toohey and associated entities held 2,700,000 Performance Rights in MSL Solutions Limited as at 30 June
2021.
Earl Eddings - Non-Executive Director
Earl Eddings joined the Board on 30 April 2019. Currently Managing Director of The Riskcom Group, Earl has
served as a Director of Cricket Australia since September 2008 and Chairman since 28 November 2018. He was
a Director of Cricket Victoria from 2006-2015 and held the position of Deputy Chairman from 2008-2015. Earl
is also Director of the Kerry Packer Foundation and Director of the International Cricket Council. He is a Fellow
of the Governance Institute of Australia and Graduate of the AICD.
Earl Eddings is a member of the Company’s Audit & Risk Committee and the Nomination & Remuneration
Committee.
Interest in Shares and Options
Mr Eddings and associated entities held 3,096,622 Ordinary Shares in MSL Solutions Limited as at 30 June
2021.
Dr Richard Holzgrefe - Non-Executive Director
Richard was appointed as a non-executive Director in December 2007. He brings corporate experience across
multiple industry sectors to the Company.
He joined MSL from VLRQ Pty Ltd where he served as a Director from 1998 to 2004. He was a Director of
Kenlynn Property Syndicates Pty Ltd from 1997 to 2000, and co-founded The BOH Dental Group, in 1976. He
left in 1997 to pursue interests in the Property and Retirement Living sectors.
He was Chairman of Verton Technologies Aust Pty Ltd from 2017-2021 and is a Director of Holmac Holdings Pty
Ltd.
Richard holds a Bachelor of Dental Science degree from the University of Queensland.
Richard Holzgrefe is a member of the Company’s Audit & Risk Committee and the Nomination & Remuneration
Committee.
Interest in Shares and Options
Dr Holzgrefe and associated entities held 16,790,364 Ordinary Shares in MSL Solutions Limited as at 30 June
2021.
P a g e | 4
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
David Trude - Non-Executive Director
David Trude joined the Board in 2017 bringing over 40 years’ experience as a senior corporate executive within
the banking and securities industries.
He was formerly Managing Director, Australian Chief Executive Officer/Country Manager of Credit Suisse,
Australia for 10 years from 2001.
He has served as Chairman of Baillieu Holst Limited since 2010 having been a Board member since 2007, is
Chairman of Waterford Retirement Village, Hansen Technologies Limited and East West Line Parks Pty Limited,
a member of the Board of Chi-X Australia Pty Ltd and non-executive Director of Acorn Capital Investment Fund
Limited, an ASX listed entity.
David holds a Bachelor of Commerce Degree from the University of Queensland, is a Senior Associate of the
Financial Services Institute of Australasia, a member of the Australian Institute of Company Directors and
Master Member of the Stockbrokers and Financial Advisers Association.
David Trude is the Chair of the Company’s Nomination & Remuneration Committee.
Interest in Shares and Options
Mr Trude and associated entities held 1,000,000 Ordinary Shares in MSL Solutions Limited as at 30 June 2021.
David Usasz - Non-Executive Director
David Usasz joined the Board on 5 February 2020.
David has over 40 years’ experience in business in Australia and Hong Kong, including over 20 year as a partner
of PriceWaterhouseCoopers (and its predecessor organisations). He has been involved in tax, mergers and
acquisitions advice and corporate advisory consultancy specialising in corporate reorganisations. He has
previously held the positions of Non-Executive Chairman on ASX-listed Smiles Inclusive Limited, Non-Executive
Director of ASX-listed entities Cromwell Property Group, Queensland Mining Corporation Limited, GARDA
Diversified Property Fund and GARDA Capital Group. David was also a Non-Executive Director of Queensland
Investment Corporation (QIC).
David holds a Bachelor of Commerce from the University of Queensland and is a Fellow of Chartered
Accountants Australia and New Zealand.
David Usasz is the Chair of the Company’s Audit & Risk Committee.
Interest in Shares and Options
Mr Usasz and associated entities held 4,000,000 Ordinary Shares in MSL Solutions Limited as at 30 June 2021.
Company Secretary
Andrew Ritter was appointed as Company Secretary on 27 March 2017. Mr Ritter has approximately 20 years
of international finance experience with various listed global IT & Telco organisations. Andrew is a Chartered
Accountant, holds a Bachelor of Commerce degree, a Graduate Diploma of Applied Corporate Governance and
is a Fellow of the Governance Institute of Australia and the International Institute of Chartered Secretaries and
Administrators.
Assistant Company Secretary
David Marshall was appointed Assistant Company Secretary on 5 February 2020. Mr Marshall is the Chief
Financial and Operating Officer of the Group.
P a g e | 5
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Directors’ Report
The Directors of MSL Solutions Limited (‘MSL’ or ‘the Company’) submit their report together with the
consolidated financial report of the Company, comprising the Company and its controlled entities (together
‘the Group’) for the year ended 30 June 2021 and the audit report thereon.
Directors
The names of the Directors of the Company in office during the year and to the date of this report are:
Name
Non-Executive
Director since
Dr Richard Holzgrefe
18 December 2007
Mr David Trude
Mr Earl Eddings
Mr David Usasz
Executive
9 March 2017
30 April 2019
5 February 2020
Mr Anthony (Tony) Toohey (Chairman)
1 September 2019
Principal activities
MSL’s POS system connects customers to venues using mobile and contactless entry, ordering and payment
solutions. It extends POS beyond traditional terminals using its own technology on a single integrated system.
Using this system then delivers analytics that customers can use to reduce costs and drive increased revenue
by helping venues understand and engage with their customers.
MSL Solutions Limited (ASX: MSL) is a leading SaaS technology provider to the sports, leisure and hospitality
sectors. We help some of the world's most iconic venues around the world - stadiums & arenas, pubs &
member clubs, sporting associations, golf federations and more – to deliver outstanding customer experiences
during every engagement.
MSL develops and delivers fully integrated and modular systems that connect customers to venues through
mobile and contactless entry, ordering and payment solutions. We seamlessly connect front-of-house to back-
office, offering an end-to-end guest engagement platform which provides actionable insights on key success
metrics to venues of all sizes.
MSL Solutions has over 5,000 customers with offices in Australia, UK and Denmark. To discover more about
MSL, please visit www.mslsolutions.com.
P a g e | 6
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Financial Results
MSL produced a return to positive earnings and operating cash flow in the 2021 financial year, delivering two
key financial milestones as efficiency and growth initiatives offset ongoing disruptions from COVID-19.
Earnings before interest, tax, depreciation and amortisation (EBITDA) of $4.2 million for the 12 months
followed an EBITDA loss of $59k in the prior financial year. Excluding Government subsidies, the Company
reported EBITDA of $3.1 m compared to a loss of $940k in 2020.
Following the improvement in EBITDA, the Net Profit after Tax also improved to $0.9 million following a loss of
$16.4 million in FY20. The income tax benefit for FY21 of $1.3 million is a result of the Company’s view of the
probable utilisation of deferred tax assets in FY22.
Cash generated from operations (excluding government subsidies) increased to $4.5 million, up from a cash
loss of $2.8 million in 2020. Including COVID-related support and subsidies, MSL delivered an operating cash
surplus of $5.7 million in FY21.
This final EBITDA outcome is over a $600,000 improvement on the guidance provided on the 26th July 2021
with the Appendix 4C. Following the lodgement of the Company’s Appendix 4C and in light of the positive
operating cashflow over the past 4 quarters, the ASX has released the Company from its obligation to lodge
quarterly activities/cashflow Appendix 4C.
Revenue fell slightly as businesses across MSL’s key markets were impacted by public health measures at
different times during the year and as the Company optimised its product suite. MSL generated revenue of
$24.7 million in the year, marginally down from $25.1 million in FY20.
MSL ended the period with cash of $5.4 million and available additional liquidity of $1.2 million in undrawn
loan facilities.
Operational Review
The acquisition of SwiftPOS in November 2020 was pivotal for MSL. As the largest reseller of SwiftPOS before
the acquisition, the Company used its detailed knowledge of the international POS software solutions provider
to quickly integrate the business. Revenue generated by SwiftPOS increased by 20%+ in FY21 on a like-for-like
basis.
The year also marked an expansion in MSL’s blue-chip customer base and partnership network especially with
the world’s largest venue management company, ASM Global. Highlights of the ASM relationship in FY21
include the rolling out of POS solutions across the RAC Arena in Perth and 22 venues across the UK.
The extension of MSL’s relationship with ASM, as the world’s largest venue management and services
company, offered a clear demonstration the competitiveness of MSL’s products on an international basis.
The Company also formed partnerships with buy now, pay later (BNPL) provider OpenPay and hospitality
software marketplace and provider Doshii in FY21.
Through the agreement with Openpay, MSL was able to add a BNPL payment option to its golf and
membership products. This allowed participating golf clubs to include Openpay’s BNPL plans as a payment
option for member subscription fees whilst enhancing golf clubs’ operating cashflows.
The partnership with Doshii, which is backed by Commonwealth Bank’s x15ventures, expanded the range of
enterprise software services available to MSL’s client base while delivering new business development and
marketing opportunities. The agreement enables MSL’s POS clients to connect directly to the likes of
Deliveroo, Mr Yum, OrderUp and Mobi2Go, along with MSL’s existing partner networks such as Me&U.
The markets in which MSL’s Golf segment operates continued to see growth in participation during the year
boosted by a resurgence in the sport in Australia, lifting membership numbers for Golf Australia. The
Company’s European subsidiary, Golfbox, continued to improve its profitability, despite the pandemic, through
ongoing contracts with long-term partner federations in Norway, Switzerland and Denmark, among others.
P a g e | 7
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Key Financial Results
The table below provides a summary of the FY21 results, with a comparison to the prior year’s statutory
performance:
Recurring Revenue
Sales Revenue
Revenue from ordinary activities
Other income
Cost of sales
Gross margin
1H FY21
A$'000
8,441
3,237
11,678
14
(2,838)
8,854
2H FY21
A$'000
8,649
4,339
12,988
12
(3,185)
9,815
FY21
A$'000
17,090
7,576
24,666
26
(6,023)
18,669
FY20
A$'000
17,903
7,155
25,058
21
(6,622)
18,457
Operating expenses
(8,135)
(7,416)
(15,551)
(19,397)
EBITDA before Government Subsidies*
EBITDA margin %
COVID-19 related Government subsidies
EBITDA*
EBITDA margin %
Depreciation and amortisation
Restructure and transaction costs
Expected credit loss - prior period
Impairment expense
Iseek Golf Sale (net of costs)
Release of Deferred Consideration
EBIT
719
6.2%
964
2,399
18.5%
3,118
12.6%
81
1,045
1,683
14.4%
2,480
19.1%
4,163
16.9%
(2,504)
(2,001)
(4,505)
327
327
(821)
806
(15)
(940)
-3.8%
881
(59)
-0.2%
(5,629)
(932)
(616)
(10,672)
1,312
165
(16,431)
Net finance income/(costs)
(198)
(230)
(428)
(230)
NPBT
(1,019)
576
(443)
(16,661)
Income tax benefit/(expense)
23
1,306
1,329
259
NPAT
(996)
1,882
886
(16,402)
*EBITDA excludes the effects of significant non-recurring items of income and expenditure which may have an
impact on the quality of earnings such as restructuring and transaction costs, material credit loss provision
increase relating to sales and revenue from prior periods, impacts from fair value measurements through the
income statement (including impairment of goodwill), gains resulting from acquisition accounting and
proceeds from disposal of assets (net of costs).
P a g e | 8
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Dividends
No dividends were paid to shareholders during the financial year, and no dividend has been declared or paid
subsequent to the end of the financial year.
Measures of profitability and basis of preparation
The accounting policies adopted in the preparation of this report are summarised in the Financial Statements.
Significant changes in state of affairs
There were no significant changes in the state of affairs of the Company during the financial year, other than
those disclosed in this report.
Subsequent events
There are no matters which have arisen since the end of the reporting period which may materially affect
operations of MSL, the results of those operations, or the state of affairs of MSL in future years.
Future developments, prospects and opportunities
MSL enters FY22 in a position of strength. The trajectory of MSL’s financial performance continues to reflect
the Company’s international growth boosted by a high-profile client base. The new contract announced in July
2021 with the internationally-renowned City Football Group (CFG), whose portfolio includes Manchester City
FC and its home base Etihad Stadium, reinforced MSL’s prospects in the year ahead especially within the UK
market.
In August 2021:
• MSL signed Trafalgar Entertainment’s Sydney Royal Theatre. Trafalgar have a further 12 major live
production theatres in the UK and are looking to further expand their international presence in this sector.
MSL POS solutions have the adaptability to work across multiple sectors and allow for integrated ticket and
services solutions
• MSL signed a 5-year deal with the O’Brien Group to provide the SwiftPOS platform to AAMI Park. MSL will
provide over 140 Terminals with software and support to the iconic Melbourne Stadium.
• MSL completed its first direct sale in the UK with SwiftPOS. The sale to Brighton i360, the 162m iconic
observation tower emphasises the flexibility in MSL’s offering in different global markets.
The Company’s momentum will continue to benefit from the growing market for enterprise software-as-a-
service (SaaS) products among hospitality and venue businesses. The digitisation trend across businesses of all
sizes servicing patrons and attendees in pubs, clubs, entertainment venues and stadiums shows no sign of
slowing after the COVID-19 pandemic accelerated uptake, complementing the growth outlook from the
Company’s internal initiatives.
With a strong cash position and robust recurring revenues, the Company remains focused on delivering
organic growth while exploring acquisition and partnership opportunities that offer the capacity to strengthen
the Company’s technology platform and product mix.
Environmental issues
The Directors have considered climate related risks and do not currently consider that there is an associated
material risk to the Group’s operations and the amounts recognised in the financial statements. The Group
continues to monitor climate related and other emerging risks and the potential impact on the financial
statements.
P a g e | 9
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Directors’ meetings
The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings
attended by each of the Directors of the Company during the financial year are:
Board
Audit & Risk
Committee
Nomination & Remuneration Committee
Eligible
Attended
Eligible
Attended
Eligible
Attended
Richard Holzgrefe
David Trude
Earl Eddings
David Usasz
Tony Toohey
14
14
14
14
14
14
13
14
14
13
3
0
3
3
0
3
0
3
3
0
2
2
2
0
0
2
2
2
0
0
Corporate Governance Statement
A copy of the Company’s Corporate Governance Statement is available on the Company’s website at
https://mslsolutions.com/investors/
P a g e | 10
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Remuneration report - audited
The information provided in the remuneration report relates to the Company for the year ended 30 June 2021
and has been audited as required by section 308(3C) of the Corporations Act (2001).
The directors present the MSL Solutions Limited FY21 remuneration report, outlining key aspects of our
remuneration policy and framework, and remuneration awarded. This report is structured as follows:
1. Remuneration Highlights
2. Key management personnel covered in this report
3. Remuneration policy and link to performance
4. Elements of remuneration
5. Link between remuneration and performance
6. Remuneration expenses for executive KMPs
7. Contractual arrangements with executive KMPs
8. Non-executive director arrangements
9. Additional Statutory information
P a g e | 11
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
1. Remuneration Highlights
Performance Highlights
Revenue from ordinary activities of
$24.7m (down 1.6% on FY20)
Net Profit after Tax (NPAT) of $0.9 m
(up $17.3 m or 105% on FY20)
Revenue from ordinary activities was $24.7 million in FY21, down 1.6% on
last year’s revenue of $25.1 million. This was a result of a Covid challenged
environment in the UK and Europe plus product and services
rationalisation. Recurring Revenue in FY21 of $17.1 million was down 4.5%
from last year’s recurring revenue of $17.9 million. SwiftPOS (acquisition
completed in November 2020) had a 20%+ increase in revenue in FY21 on a
like-for like comparison to FY20.
NPAT of $0.9 million was up $17.3 million in FY21. The business completed
a restructure during FY20 with the results yielded in FY21. Accordingly, the
business generated positive Operating Cashflow of $5.7million during the
year compared to a negative operating cash flow of $2.1 million in FY20 – a
$7.8 million operating cash improvement.
Remuneration Highlights
Executive Chairman Remuneration –
Tony Toohey
FY21 remuneration agreement:
•
$2,300 per day – 2 ½ days per week (ex GST) on average
CEO Remuneration – Patrick Howard
CFO/COO Remuneration –
David Marshall
LTI Incentive Plan
Non-Executive Director Fees
Total FY21 annualised remuneration was $295K (increasing to $374k from 1
July 2021), as:
•
•
base salary of $275k (increasing to $350k from 1 July 2021)
leave & other benefits of $20k (increasing to $24k from 1 July
2021).
Total FY21 annualised remuneration was $321K, as:
•
•
base salary of $300k
leave & other benefits of $21k.
Options and Performance Rights held by Directors and Key Management
Personnel as at 30 June 2021:
Options (vested and exercisable)
Performance Rights (unvested)
Performance Rights
(subject to Shareholder Approval) 1,000,000 (FY20:Nil)
Total Non-Executive Director remuneration for FY21 was $192,000 and
within the maximum aggregate amount of $250,000 approved by
shareholders.
300,000 (FY20: 785,714)
8,850,000 (FY20: 3,100,000)
P a g e | 12
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
2. Key management personnel covered in this report
2.1 Non-executive and executive directors
Non-Executive Directors
Richard Holzgrefe
David Trude
Earl Eddings
David Usasz
Executive Directors
Tony Toohey Executive Chairman
2.2 Other key management personnel (KMP)
Key Management Personnel (KMP)
Patrick Howard
Chief Executive Officer
David Marshall
Chief Financial and Operating Officer
3. Remuneration policy and link to performance
The remuneration committee is made up of independent non-executive directors and was formed post the
successful listing of MSL Solutions Limited on the Australian Stock Exchange. It is the role of the committee to
review and determine the remuneration policy and structure annually to ensure it remains aligned to business
needs, and meets the Company’s remuneration principles. From time to time, the committee may also engage
external remuneration consultants to assist with this review.
In particular, the Board aims to ensure that remuneration practices are:
•
•
•
•
competitive and reasonable, enabling the Company to attract and retain key talent,
aligned to the Company’s strategic and business objectives and the creation of shareholder value,
transparent and easily understood, and
acceptable to shareholders.
Figure 1: Remuneration Framework
Element
Fixed
remuneration
(FR)
Short Term
Incentive
(STI)
Purpose
Provide competitive
market salary including
superannuation and
non-monetary benefits
Cash based reward for
in-year performance
Performance
Nil
Potential value
Positioned at median
market rate
Changes for FY21
Reviewed in line with
market positioning
EBITDA for
business unit
and Group
CEO: 30% of FR
Execs: 10%-30% of FR
STIs paid on over-
achievement of FY21
Corporate EBITDA (as
defined by the
Directors) objectives.
Self-funding model to
preserve cash.
Change to vesting
performance hurdles.
Long Term
Incentive
(LTI)
Alignment to long-term
shareholder value
Increase in
shareholder
value
CEO: 20% of FR
Execs: 5-20% of FR
P a g e | 13
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
3.1 Balancing short-term and long-term performance in FY21
Supporting the achievement of forecast financial targets, good cash management, and increasing shareholder
value, balanced with the value of retaining key talent, the performance hurdles within the remuneration
elements for FY20 were altered.
•
•
STI payment structure was modified to promote cross business collaboration, ownership of in-year
business performance, and to preserve and promote cash returns to the business. The incentive was
moved to a self-funding models where payments start to accrue once EBITDA targets have been achieved.
Each dollar EBITDA (as defined by the Directors) earned over the company EBITDA target, is split evenly
between the Company and the Incentive Pool. STI payments became capped to ensure maximum
company return.
LTI performance hurdles were altered in balance to the STI change. Tenure and performance hurdles
were changed to promote more meaningful targets for key personnel, tenure, and long-term
shareholder return.
• During the year, Share Equivalent Rights were issued to non-management personnel, promoting tenure
and recognition for all levels of personnel, and share price performance.
The Board will continue to review the target remuneration mix for the CEO, KMP and other management
personnel to ensure remuneration packages are consistent with the mix used by other public listed companies
in the Software sector.
3.2 Assessing performance
The remuneration committee is responsible for determining the performance requirements and calculation
mechanism used to provide STI and LTI rewards based on performance. To assist in this assessment, the
committee receives detailed reports on performance from management which are based on independently
verifiable data such as financial measures and data from independently run surveys, such as the Australian
Information Industry Association salary survey produced by Aon Hewitt.
In the event of serious misconduct or a material mis-statement in the Company’s financial statements, the
remuneration committee can cancel or defer performance-based remuneration.
P a g e | 14
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
4. Elements of remuneration
4.1
Fixed annual remuneration (FR)
Executives generally receive their fixed remuneration as cash. FR is reviewed annually, or on promotion. It is
benchmarked against market data for comparable roles in companies in a similar industry, using the Australian
Information Industry Association salary survey produced by Aon Hewitt including consideration for employees
residing in different markets. The committee aims to position executives at or near the median, with flexibility
to take into account capability, experience, and value to the organisation and performance of the individual.
For all executives, superannuation is included in FR.
4.2
Short-term incentives
STIs are set as a percentage of fixed remuneration, in accordance with industry benchmarks, to drive
achievement of annual targets, without encouraging undue risk-taking. Current STIs for the CEO and Executives
have been based on achievement of EBITDA (as defined by the Directors) targets, and have been set at 10% to
30% of FR.
Figure 2: Structure of the Short Term Incentive Plan
Feature
Maximum
opportunity
Performance
metrics
Applicability
Payment
Calculation
Description
CEO and other executives: 10% - 30% of fixed remuneration (FR).
The STI metrics align with our strategic priority of consistent achievement of financial
targets.
Metric
EBITDA
Target Weighting
Group
Reason for selection
Reflects profitable growth in line with
forecast.
100%
Any STI award is payable in cash in the first month after release of the audited results for
the financial year.
Less than 100% of target – no STI earned.
At 100% of target – STI starts to accrue as per below
Incentive payments are self-funding and begin to accrue once the company has achieved
target EBITDA (as defined by the Directors) achievement of the FY21 audited results. Each
dollar EBITDA (as defined by the Directors) earned over the company EBITDA target, will be
split evenly between the Company and the Incentive Pool. This incentive pool will then be
divided between the eligible employees on a pro-rata basis capped at the amount the
employee is eligible for.
Board
discretion
The Board has discretion to adjust remuneration outcomes up or down as they see fit to
prevent any inappropriate reward outcomes, including reducing (down to zero, if
appropriate) any STI award.
4.3
Long-term incentives
Executive KMP and other management personnel participate, at the Board’s discretion, in the Company’s long-
term incentive plan (“LTIP”), which may be in the form of options or performance rights. The Board considers
performance hurdles as part of the vesting considerations. LTIs are allocated by the Board and assessed on an
annual basis to promote long term shareholder return.
The Board maintains that the Group’s target remuneration mix for the CEO, KMP and other management
personnel is appropriate and consistent with the mix used by other public listed companies in the Software
sector, including the use of grants for the purpose of LTI. The Board allocated LTI grants during FY21, in line
with these targets.
P a g e | 15
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Figure 3: Structure of the LTIP
Feature
Opportunity /
Allocation
Performance hurdle
/ Vesting Conditions
Vesting Date and
Forfeiture
Description
The value of LTIP will be determined based on an independent market salary survey.
Have a mixture of tenure at vesting periods and performance hurdles as detailed in
Section 9.2.2 below.
Performance rights granted during FY21 have expiry dates from 21 July 2021 to 21 July
2024.
Performance rights will be forfeited on cessation of employment unless the Board
determines otherwise (e.g. retirement due to injury, disability, death or redundancy).
5.
Link between remuneration and performance
5.1
Statutory performance indicators
MSL aims to align our executive remuneration to our strategic and business objectives and the creation of
shareholder wealth. The Company’s annual financial performance and indicators of shareholder wealth for the
current financial period are listed below. As the Company listed in May 2017, these performance measures
have not been included for prior financial periods. However, these measures are not necessarily consistent
with the measures used in determining the variable amounts of remuneration to be awarded to KMPs. As a
consequence, there may not always be a direct correlation between the statutory key performance measures
and the variable remuneration awarded.
Figure 4: Statutory Performance Indicators
EBITDA ($'mil)
NPAT
Dividends per share (cps)
Earnings per share (cps)
FY21
FY20
FY19
FY18
4.2
0.9
Nil
0.3
(0.1)
(16.4)
Nil
(5.6)
(5.6)
(17.9)
Nil
(7.2)
3.5
(0.4)
Nil
(0.1)
Earnings before Interest, Taxation, Depreciation & Amortisation (EBITDA) is a measure used for assessing
statutory performance since the Group recognises computer software and customer contracts from
acquisitions and capitalised software development costs as intangible assets that are amortised to the income
statement.
EBITDA provides a normalised view of the operations closely aligned to cash generation by excluding the
effects of significant non-recurring items of income and expenditure which may have an impact on the quality
of earnings such as restructuring and transaction costs, material credit loss provision increases relating to sales
and revenue from prior periods, impacts from fair value movements through the income statement (including
impairment of goodwill), gains resulting from acquisition accounting and proceeds from disposal of assets (net
of costs).
The Company’s share price on listing was $0.25 per share, and the share price as at 30 June 2021 was $0.135
per share, up 141% from $0.056 per share as at 30 June 2020.
P a g e | 16
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
6. Remuneration expenses for Executive KMPs
The following table shows details of the remuneration expense recognised for the Group’s key management personnel for the current and previous financial year
measured in accordance with the requirements of the accounting standards.
Figure 5: Executive remuneration
Name
Year
Cash Salary Non-monetary
benefits
Annual & long
service leave
Fixed remuneration
Executive Directors
Tony Toohey
Craig Kinross1
Other Key Management
Patrick Howard
David Marshall
James Aleman2
Darren Basford3
TOTAL
TOTAL
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
$
281,750
192,050
-
39,113
277,509
157,590
303,846
215,769
-
23,558
-
130,500
863,105
758,580
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(191)
10,107
10,187
14,527
13,522
-
8,368
-
-
24,634
31,886
Post
employee
benefits
$
-
-
-
4,707
21,694
13,780
21,694
17,891
-
8,221
-
-
43,388
44,599
Other
Cash bonus
Variable remuneration
Shares
Total
%
performance
related
$
$
$
-
-
-
-
-
-
-
-
-
62,500
-
-
-
62,500
-
-
-
-
-
-
-
18,265
-
-
-
-
-
18,265
76,334
30,313
-
-
91,484
31,932
29,867
14,959
-
-
-
-
197,686
77,204
$
358,084
222,363
-
43,629
400,795
213,489
369,934
280,406
-
102,647
-
130,500
1,128,813
993,033
21%
14%
0%
0%
23%
15%
8%
12%
0%
0%
0%
0%
1 Mr. Kinross resigned as Managing Director and Chief Executive Officer on 20 August 2019 at which time he ceased to be a KMP.
2 Mr. Aleman ceased in his role as Chief Operating Officer on his termination on 2 August 2019.
3 Mr. Basford was Acting Chief Financial Officer until the appointment of Mr Marshall on 23 September 2019.
P a g e | 17
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
7. Contractual arrangements with Executive KMPs
Component
Fixed Remuneration
CEO
$350,000
CFO/COO
$300,000
Contract Duration
Ongoing contract Ongoing contract
Notice by the individual/Company
6 months
3 months
Termination of employment (without
cause)
Termination of employment (with cause)
or by the individual
Entitlement to pro-rata STI for the year (if applicable).
The Board has discretion to award a greater or lower amount.
STI is not awarded, and all unvested LTI will lapse.
Different contractual terms apply to the following individuals:
Tony Toohey
Services are provided under a Services Contract that
incorporates the Executive Chairman duties. Mr Toohey has a
notice period of 30 days, and is responsible for appropriate
insurances.
8. Non-executive Director arrangements
Non-executive directors receive a fixed Board fee inclusive of superannuation and no additional fees for chairing or
participating on Board committees (refer to the table below).
The Chairman does not receive additional fees for participating in or chairing committees, and Non-executive
directors do not receive performance-based pay or any other allowances.
Fees are reviewed annually by the Board taking into account comparable roles and market data provided by the
Board’s independent remuneration adviser. The current base fees were reviewed prior to the Company’s IPO and
remain in effect.
The maximum annual aggregate directors’ fee pool limit of $250,000 was approved by shareholders at the
Company’s annual general meeting on 30 November 2015 and has not increased.
Base fees
Chair
Other Non-executive Directors
Additional fees
Audit committee – Chair
Audit committee – Member
Remuneration committee – Chair
Remuneration committee – Member
$48,000
$48,000
Nil
Nil
Nil
Nil
All non-executive directors have entered into a service agreement with the Company in the form of a letter of
appointment. The letter summarises the Board policies and terms, including remuneration, relevant to the
officeholding of director.
P a g e | 18
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Figure 6: Non-executive director remuneration
Name
Year
Cash Salary Non-monetary
benefits
Annual & long
service leave
Fixed remuneration
Non-executive Directors
Richard Holzgrefe
Earl Eddings
David Trude
David Usasz
John Down1
Ian Daly2
TOTAL
$
$
$
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
48,000
45,600
48,000
45,600
43,836
41,644
48,000
17,600
-
8,000
-
8,000
187,836
166,444
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 Mr. Down retired as Chairman and Non-Executive Director on 30 August 2019.
2 Mr. Daly retired as Non-Executive Director on 30 August 2019.
Post
employee
benefits
$
-
-
-
-
4,164
3,956
-
-
-
-
-
-
4,164
3,956
Other
Cash bonus
Variable remuneration
Shares
Total
$
$
$
$
%
performance
related
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
48,000
45,600
48,000
45,600
48,000
45,600
48,000
17,600
-
8,000
-
8,000
192,000
170,400
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
P a g e | 19
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
9. Additional statutory information
9.1 Performance based remuneration granted & forfeited during the year
Figure 7 shows for each KMP how much of their STI cash bonus was awarded and how much was forfeited. It
also shows the value of options that were granted and forfeited during FY21.
Figure 7: Performance based remuneration granted and forfeited during the year
KMP
Position
Short Term Incentive
Long Term Incentive
Total Opportunity
Forfeited
Awarded
Total Opportunity Forfeited
Awarded
Tony Toohey1
Patrick Howard
David Marshall
Exec Chairman
CEO
CFO/COO
n/a
n/a
n/a
88,916
100,000
24%
66%
76%
34%
201,000
201,000
168,000
-
-
-
201,000
201,000
168,000
1 Includes $135,000 of Long Term Incentive awarded to Tony Toohey which is subject to shareholders' approval at the Annual
General Meeting scheduled to be held in November 2021.
9.2
Terms and conditions of the share-based payment arrangements
9.2.1
Employee Option Plan
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting
period are as follows:
Grant date
Vesting & exercise date
Expiry date
Exercise price
Value per option at
grant date
% Vested
15-May-17
15-May-17
15-May-22
$0.350
$0.063
100%
The number of options over ordinary shares in the Company provided as remuneration to key management
personnel is shown in figure 8 below. The options carry no dividend or voting rights until exercised.
When exercisable, each option is convertible into one ordinary share of MSL Solutions Limited.
The exercise price of option grants was based on a 40% uplift over the previous traded price at the time of
granting the option. The Board deemed that this was a reasonable estimate of achievable growth as an
unlisted entity.
9.2.2
Share Performance Rights
The terms and conditions of each grant of Share Performance Rights affecting remuneration in the current or a
future reporting period are as follows:
Grant Date
Vesting Date
Expiry date
Exercise price
Value per right at
grant date
% Vested
05-Dec-18
24-Sep-19
23-Sep-19
23-Sep-19
21-Jul-20
30-Jun-21
30-Jun-21
30-Jun-21
30-Jun-20
13-Dec-22
19-Aug-21
23-Sep-23
21-Jul-21/22/23
01-Jul-21
01-Jan-22
30-Jun-22/23/24
30-Jul-22
01-Sep-24
23-Sep-23
23-Sep-23
21-Jul-23
21-Jul-21
21-Jan-22
21-Jul-24
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.2158
$0.1112
$0.0740
$0.1300
$0.0550
$0.1350
$0.1350
$0.1350
0%
0%
0%
0%
0%
0%
0%
0%
The number of Share Performance Rights issued to key management personnel is shown in figure 9. The Share
Performance Rights carry no dividend or voting rights until exercised. When exercisable, each Share
Performance Right is convertible into one ordinary share of MSL Solutions Limited.
P a g e | 20
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
The approved value of the performance rights granted on 5 December 2018 at a value of $0.2158 was
$927,940. These rights have a performance hurdle of a cumulative annual growth rate of total shareholder
return of 10% over the vesting period.
The approved value of the performance rights granted on 24 September 2019 at a value of $0.1112 was
$166,800. These rights were approved at the Company’s AGM on 27 November 2019 with the following
conditions:
Tranche
1
2
3
4
Number
225,000
425,000
425,000
425,000
Performance Condition by expiry date
MSL's share price (30d VWAP) equals or exceeds $0.25
MSL's share price (30d VWAP) equals or exceeds $0.30
MSL's share price (30d VWAP) equals or exceeds $0.35
MSL's share price (30d VWAP) equals or exceeds $0.40
The approved value of the performance rights granted on 23 September 2019 at a value of $0.0740 was
$74,000.
The approved value of the performance rights granted on 23 September 2019 at a value of $0.1300 was
$78,000.
The approved value of the performance rights granted on 21 July 2020 at a value of $0.0550 was $292,508.
The approved value of the performance rights granted on 30 June 2021 with a vesting date of 1 July 2021 and
at a value of $0.1350 was $67,500.
The approved value of the performance rights granted on 30 June 2021 with a vesting date of 1 January 2022
and at a value of $0.1350 was $33,750.
The approved value of the performance rights granted on 30 June 2021 with vesting dates on each of 30 June
2022, 30 June 2023 and 30 June 2024 and at a value of $0.1350 was:
•
•
•
$175,500 for those which vest on tenure conditions only
$81,000 for those rights with the following performance hurdle:
o 50% based on the achievement of the Company’s EBITDA (as defined by the Directors) for
each of the 3 vesting years; and
o 50% based on the CEO’s recommendation to the Company’s Nomination and Remuneration
Committee and remain subject to the 3 year vesting period; and
$405,000 for those rights with a performance hurdle based on the achievement of the Company’s
budget EBITDA (as defined by the Directors) for each of the 3 vesting periods.
9.3 Rights to deferred shares
There are no rights to deferred shares for either Directors, key management personnel, or staff.
9.4 Reconciliation of options, performance rights and ordinary shares held
by KMP
The table below shows a reconciliation of options held by each KMP from the beginning to the end of FY20. All
vested options were exercisable.
Figure 8: Options held by Directors and KMP
Name
Richard Holzgrefe
Balance at the start of
the year
Other changes
during the year
Balance on
resignation
Expired
Balance at the end
of the year
Vested and
exercisable
785,714
785,714
-
-
-
-
785,714
785,714
-
-
-
-
No amounts are unpaid on any shares issued on the exercise of Options.
P a g e | 21
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Figure 9: Performance Rights held by Directors and KMP
Name
Tony Toohey1
Patrick Howard
David Marshall
Balance at the
start of the year
Granted during
the year
Balance at the
end of the year
Unvested
1,500,000
1,000,000
600,000
3,100,000
1,200,000
2,700,000
1,850,000
5,750,000
2,700,000
3,700,000
2,450,000
8,850,000
2,700,000
3,700,000
2,450,000
8,850,000
1 Tony Toohey has been issued a further 1,000,000 Share Performance rights which
are subject to Shareholder approval at the AGM scheduled for November 2021.
No amounts are unpaid on any shares issued on the exercise of Performance Rights.
Figure 10: Shareholdings held by Directors and KMP
Name
Richard Holzgrefe
David Trude
Earl Eddings
David Usasz
Patrick Howard
Balance at the start of
the year
Purchased during the
year
Balance on resignation
Balance at the end
of the year
Held in escrow
16,790,364
1,000,000
2,596,622
3,000,000
650,000
24,036,986
-
-
500,000
1,000,000
1,500,000
-
-
-
-
-
16,790,364
1,000,000
3,096,622
4,000,000
650,000
25,536,986
-
-
-
-
-
The above table includes consolidated holdings as held by the Directors and key management personnel. None
of the shares above are held nominally by the directors or any of the other key management personnel.
9.5
Loans given to/from key management personnel
During the financial year there were no loans made to directors of MSL Solutions Limited and other key
management personnel of the group, including their close family members and entities related to them.
9.6 Reliance on external remuneration consultants
During FY20, Crichton and Associates was engaged to provide a review of the executive remuneration for
executives and Key Management Personnel and a cost of $9,748.
9.7 Voting of shareholders at last year’s annual general meeting
The Company’s annual general meeting was held on 17 November 2020. A resolution was put to shareholders
to pass the adoption of the Company’s remuneration report, which was passed. Proxy votes received were
97.19% in favour of the resolution.
This is the end of the audited remuneration report.
Indemnifying Directors and Officers
During the financial year, the Company paid a premium of $80,561 to insure the Directors and Officers of the
Company. The terms of the insurance contract prevent additional disclosure.
In addition, the Company has entered into Deeds of Access, Insurance Indemnity which ensure the Directors
and Officers of the Company will incur, to the extent permitted by law, no monetary loss as a result of
defending the actions taken against them as Directors and Officers.
P a g e | 22
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Proceedings on behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any part of those proceedings. The Company was not a party to any such proceedings during the year.
Non-audit services
The Board of Directors, in accordance with advice from the Audit and Risk Committee, is satisfied that the
provision of non-audit services during the year is compatible with the general standard of independence for
auditors imposed by the Corporations Act (2001). The Company’s auditor did not provide any non-audit
services during the financial year.
During the year the following fees were paid or payable for services provided by the auditor of the parent
entity and its related practices:
Grant Thornton Audit Pty Limited
During the year the following fees were paid or payable for services provided by the auditor of the parent
entity, its related practices and non-related audit firms:
Audit and review of financial statements
Total remuneration for audit and other assurance
services
2021
$AUD
178,414
2020
$AUD
174,528
178,414
174,528
Total Remuneration Australia
178,414
174,528
Network firms
1. Audit and other assurance services
United Kingdom
Audit and review of financial statements
Total remuneration for audit and other assurance
services
Denmark
Audit and review of financial statements
Total remuneration for audit and other assurance
services
2021
$AUD
59,335
2020
$AUD
56,604
59,335
56,604
2021
$AUD
18,754
2020
$AUD
18,868
18,754
18,868
Total Remuneration of network firms
78,089
75,472
Grant Thornton Audit Pty Limited were first appointed the company auditor for the FY20 year.
Lead Auditor’s Independence Declaration
The lead Auditor’s independence declaration can be found on the page following this Directors’ report and
forms part of the Directors’ report for the year ended 30 June 2021.
P a g e | 23
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Rounding
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191 and in accordance with that Class Order, amounts in the financial report and Directors’
report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the Directors:
Tony Toohey
Executive Director and Chairman
David Usasz
Director
Dated at Brisbane this 25th day of August 2021.
P a g e | 24
King George Central
Level 18, 145 Ann Street
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T +61 7 3222 0200
F +61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of MSL Solutions Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of MSL
Solutions Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner – Audit & Assurance
Brisbane, 25 August 2021
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Financial Statements
Consolidated Statement of Profit or Loss & Other Comprehensive Income
Revenue
Other income
Cost of sales
Sales and marketing expenses
Customer support and technical services
Research and development expenses
General and administration expenses
Other gains and expenses (net)
Net Impairment losses on financial and contract assets
Depreciation expense
Amortisation expense - Intangible assets
Amortisation expense - Right-of-use assets
Impairment expense
Transaction and restructuring costs
Finance costs
(Loss) before income tax
Income tax benefit/(expense)
Profit / (Loss) for the year
Note
4a
4a
8a
8b
8c
8b
5
Jun-21
A$'000
24,666
26
(6,023)
(3,770)
(3,957)
(4,563)
(1,861)
(15)
(13)
(75)
(3,863)
(567)
-
-
(428)
(443)
1,329
886
Jun-20
A$'000
25,058
1,498
(6,622)
(4,270)
(4,581)
(4,169)
(6,055)
(13)
(44)
(59)
(4,830)
(740)
(10,672)
(932)
(230)
(16,661)
259
(16,402)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year
5
5
95
95
Total comprehensive profit / (loss) for the year
891
(16,307)
Profit / (loss) attributable to:
Owners of MSL Solutions Limited
Total comprehensive profit/(loss) for the period attributable to:
Owners of MSL Solutions Limited
EARNINGS PER SHARE FROM LOSS FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY
Basic earnings per share (cents)
Diluted earnings per share (cents)
891
891
891
891
0.3
0.3
(16,307)
(16,307)
(16,307)
(16,307)
(5.6)
(5.6)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
P a g e | 26
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Consolidated Statement of Financial Position
Note
Jun-21
A$'000
Jun-20
A$'000
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Prepaid income tax
Other current assets
Total current assets
Non-current assets
Receivables
Contract assets
Property, plant and equipment
Right of Use Asset
Intangible assets
Other non-current assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Lease Liability
Borrowings
Provisions
Income tax payable
Deferred Consideration
Contract liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease Liability
Deferred tax liability
Deferred Consideration
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
7c
7a
7a
7b
7b
8a
8c
8b
7d
7e
7f
8e
8f
4b
7f
7e
8d
8f
8e
9a
9b
9c
5,427
4,680
336
-
784
11,227
809
363
193
3,623
20,464
31
25,483
36,710
3,826
435
1,000
1,670
410
1,065
5,414
13,820
1,250
3,634
224
2,225
109
7,442
21,262
3,806
5,015
398
39
1,120
10,378
1,200
707
189
2,640
13,543
34
18,313
28,691
3,363
414
543
1,394
-
-
5,125
10,839
554
2,601
716
-
96
3,967
14,806
15,448
13,885
66,686
3,100
(54,338)
66,186
2,923
(55,224)
15,448
13,885
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
P a g e | 27
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Consolidated Statement of Changes in Equity
Balance as at 30 June 2019
Total comprehensive loss for the period
Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Transactions with owners in their capacity as owners
Contributions of equity, net of transaction costs
Dividends paid
Share-based payments expense
Total transactions for the period
Contributed
equity
Retained
earnings
$'000
61,003
$'000
(38,822)
-
-
-
(16,402)
-
(16,402)
5,183
-
-
5,183
-
-
-
-
Foreign
currency
translation
reserve
$'000
2,442
Share-based
payment
reserve
Total
equity
$'000
288
$'000
24,911
-
96
96
-
-
-
-
-
-
-
-
-
97
97
(16,402)
96
(16,306)
5,183
-
97
5,280
Balance as at 30 June 2020
66,186
(55,224)
2,538
385
13,885
Total comprehensive loss for the period
Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Transactions with owners in their capacity as owners
Contributions of equity, net of transaction costs
Dividends paid
Share-based payments expense
Total transactions for the period
-
-
-
500
-
-
500
886
-
886
-
-
-
-
-
5
5
-
-
-
-
-
-
-
-
-
172
172
886
5
891
500
-
172
672
Balance as at 30 June 2021
66,686
(54,338)
2,543
557
15,448
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
P a g e | 28
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Consolidated statement of cash flows
Notes
Jun-21
A$'000
Jun-20
A$'000
Cash flows from operating activities
Receipts from customers
Payments to suppliers, employees and others
Restructure Costs
Finance costs
Interest received
Income tax paid
Government grants and tax incentives
Net cash flows used in operating activities
Cash flows from investing activities
Capital expenditure
Purchase of intangibles
Acquisition of subsidiaries, net of cash & cash equivalents
10
Loans to other entities
Proceeds for disposal of assets
Proceeds from disposal of investment
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Proceeds from issue of share capital
Costs paid on issuance of share capital
Principal element of lease payments
Net cash flows provided by financing activities
Net cash inflow / (outflow) for the half-year
Cash at beginning of the year
Effect of foreign exchange
Cash at end of the year
7c
27,940
(22,875)
(235)
(359)
38
(59)
1,278
5,728
(79)
(1,044)
(4,250)
424
200
-
(4,749)
2,561
(1,448)
-
-
(458)
655
1,634
3,806
(13)
5,427
26,391
(28,041)
(925)
(269)
112
(52)
661
(2,123)
(27)
(1,110)
(180)
212
100
652
(353)
-
(532)
5,431
(221)
(513)
4,165
1,689
2,130
(13)
3,806
The above consolidated statement of cashflows should be read in conjunction with the accompanying notes.
P a g e | 29
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Notes to the consolidated financial statements
The financial statements were approved for issue by the directors on 25th August 2021. The Directors have the
power to amend and re-issue the financial statements.
The financial statements are general purpose financial statements that have been prepared in accordance with
the Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards
Board and the Corporations Act 2001.
1. Changes in accounting policies
The Group has adopted all the new or amended Accounting Standards and interpretations issued by the
Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
2. Segment information
a) Description of segments and principal activities
The Group has changed the structure of its segments from an industry basis to a geographical basis in the year
ending 30 June 2021. The prior period industry segments of Venues and Golf have been replaced by the
geographical segments of Asia Pacific, United Kingdom and Denmark. The Group’s executive management
team, consisting of the Executive Director & Chairman, Chief Executive Officer, the Chief Financial and
Operating Officer, Executive General Manager – Product and Support, Executive General Manager – Research
and Development and National Sales Manager examine the Group’s performance on a geographic basis.
The following are the identified reportable segments:
Asia Pacific: services the stadia and arena and registered clubs (including golf clubs) and golf associations in
the Asia Pacific region.
United Kingdom : services the stadia and arena and registered clubs in the United Kingdom.
Denmark : services golf clubs and global golf associations.
The prior year comparatives have been restated to a geographical basis.
Management primarily uses a measure of revenue and adjusted earnings before interest, tax, depreciation and
amortisation (EBITDA) to assess the performance of the business on a monthly basis. Information about their
key performance indicators is detailed below.
P a g e
| 30
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
b) Segment revenue and Segment Adjusted EBITDA
Year ended 30 June 2021
Revenue from external customers
Timing of revenue
Over Time
At a point in time
Other revenue
EBITDA before corporate overheads
Corporate overheads
EBITDA before government subsidies
Government subsidies
EBITDA
Year ended 30 June 2020
Revenue from external customers
Timing of revenue
Over Time
At a point in time
Other revenue
EBITDA before corporate overheads
Corporate overheads
EBITDA before government subsidies
Government subsidies
EBITDA
APAC
A$'000
15,660
10,126
5,534
26
6,332
APAC
A$'000
14,225
9,215
5,010
21
3,085
UK
A$'000
5,571
3,772
1,799
-
239
Denmark
A$'000
3,435
3,192
243
-
808
UK
A$'000
7,175
5,374
1,801
-
501
Denmark
A$'000
3,658
3,314
344
-
721
Total
A$'000
24,666
17,090
7,576
26
7,379
(4,261)
3,118
1,045
4,163
Total
A$'000
25,058
17,903
7,155
21
4,307
(5,247)
(940)
881
(59)
EBITDA excludes the effects of significant non-recurring items of income and expenditure which may have an
impact on the quality of earnings such as restructuring and transaction costs, material credit loss provision
increases relating to sales and revenue from prior periods and impacts from fair value movements through the
income statement (including impairment of goodwill).
P a g e | 31
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
c) Segment Adjusted EBITDA reconciliation to profit/(loss) before tax
Reconciliation of segment adjusted EBITDA to Profit
/(Loss) before income tax
EBITDA before government subsidies
Proceeds from sale of Iseek Golf (net of cost)
COVID-19 related government subsidies
Release of deferred consideration
Transaction and restructuring costs
Expected credit loss - prior period
Finance costs (net)
Depreciation & amortisation
Impairment of Goodwill
Loss before income tax
Jun-21
A$'000
3,118
-
1,045
-
-
327
(428)
(4,505)
-
(443)
Jun-20
A$'000
(940)
1,312
881
165
(932)
(616)
(230)
(5,629)
(10,672)
(16,661)
Sales between segments are carried out at arm’s length and are eliminated on consolidation. The revenue
from external parties is measured in the same ways as in the consolidated statement of profit or loss and other
comprehensive income.
Refer to Note 5 for further details on the above significant items (excluding depreciation and amortisation).
3. Business Combinations
On 17 November 2020, the Group acquired 100% of the equity of point-of-sale software company, SwiftPOS
Pty Ltd (“SwiftPOS”). The consideration paid for the acquisition was $4.25m in cash, $0.5m in shares, plus
$0.75m twelve month deferred payment adjusted for the fair value of the net liabilities acquired, and a
maximum earnout of $4.2m based on agreed gross profit margin growth over three years (refer to note 8 for
further details). The $0.5m is shares issued on acquisition were valued at 10 day VWAP and amounted to
7,012,623 shares at $0.0713 per share.
SwiftPOS is a Brisbane based POS software solutions provider with 23 years experience in the hospitality and
retail sectors, with a footprint spanning 4,000 venues across 26 countries. The business combination expands
the Group’s customer base from approximately 1,220 venues to more than 5,000, while increasing MSL’s
breadth through an extensive reseller network.
The SwiftPOS business has generated $2.1m in revenue and $1.1m in EBITDA for the period from the 17
November 2020 to 30 June 2021.
Pro forma revenue and profits for the combined entities if the acquisition date had been at the start of the
reporting period is estimated at a revenue of $25.9m and EBITDA (inclusive of government subsidies) of $4.8m
for the year ending 30 June 2021. These estimates were calculated by extrapolating the revenue and EBITDA
(inclusive of government subsidies) performance for the SwiftPOS business for the 17 November 2020 to 30
June 2021 period to an annual estimate and adding this to the annual result for the rest of the Group.
The Goodwill recognised on the acquisition of SwiftPOS is due to the synergies realised from combining
operations and the ability to sell products to a larger customer base in Australia and overseas. Refer to note 8b
for further details on intangible assets acquired.
P a g e | 32
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
The fair value of the consideration and assets acquired as part of the SwiftPOS acquisition is as follows:
Business combinations - SwiftPOS acquisition
Amount settled in cash
Shares issued on acquisition
Present value of deferred consideration
Present value of earn out
Fair value of consideration
Net Tangible Liabilities
Goodwill on acquisition
Intangible assets - customer relationships
Intangible assets - software
Deferred tax liability
Fair value of asset acquired
Trade receivables
Other current assets
Current assets
Non current assets
Total assets
Trade and other payables
Provisions
Deferred revenue
Current liabilities
Fair value of net tangible liabilities
Acquisition costs
(charged to general and administration expenses)
A$'000
4,250
500
290
3,000
8,040
(412)
3,575
3,851
2,027
(1,001)
8,040
677
63
740
32
772
571
204
409
1,184
(412)
44
P a g e | 33
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
4. Revenue from contracts with customers
a) Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services over time and at a point in time in the
following major product lines and geographical regions:
Recurring Revenue
Customer contracts annuities
Subscription annuities
Total - Recurring revenue
Non-recurring revenue
Software Fees and Royalties
Hardware Fees
System Installations
Booking Fees
Advertising
Other
Total - Non-recurring revenue
Jun-21
A$'000
8,468
8,622
17,090
1,988
3,364
2,109
-
22
93
7,576
Jun-20
A$'000
9,650
8,253
17,903
1,178
3,304
2,126
190
201
156
7,155
Revenue from Operating Activities
24,666
25,058
Other Income
Gain on sale of an asset
Gain on reversal of earnout provision/sale of asset
Settlement of professional matters
Interest Income
Total
-
-
-
26
26
1,312
165
21
-
1,498
Revenues from external customers comes from the sale of software, hardware, professional services,
advertising, subscription annuities and customer contract annuities. The revenue from these services relate to
the sale of the Group’s own internally generated software in addition to third party suppliers of software and
hardware.
P a g e | 34
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
b) Assets and liabilities related to contract with customers
The Group has recognised the following assets and liabilities related to contracts with customers:
Current contract asset relating to fulfilled contracts
Loss allowance
Total current contract assets
Non-current contract asset relating to fulfilled contracts
Loss allowance
Total non-current contract assets
Total contract assets
Current Contract liabilities - post sales support
Current Contract liabilities - customer monies held
Total current contract liabilities
Jun-21
A$'000
342
(6)
336
372
(9)
363
699
5,380
34
5,414
Jun-20
A$'000
401
(3)
398
719
(12)
707
1,105
4,895
230
5,125
Total contract liabilities
5,414
5,125
Significant changes in contract assess and liabilities
i.
The Group recognised a loss allowance for contract assets following the adoption of AASB 9.
Contract assets relate to internally funded customer deals that have been recognised as revenue in prior
periods and reduce over the current year as payments received against these deals.
Contract liabilities relate to the post sales contracted support and subscription services that have been
invoiced but yet to be fulfilled. IT consulting contracts comprise those contracts where work remains to be
completed that has been invoiced.
Current contract liabilities of $489k relates to the Swiftpos business acquired in the current financial year.
ii.
Revenue recognised in relation to contract liabilities
The following table shows how much of the revenue recognised in the current reporting period relates to
carried-forward contract liabilities:
Revenue recognised that was included in the
contract liability balance at the beginning of the
period
Post sales support
Customer monies held
Jun-21
A$'000
Jun-20
A$'000
4,895
21
6,027
25
P a g e | 35
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
5. Other significant income and expense items
The Group has identified the following items included in the Consolidated Statement of Profit or Loss, which
are material due to the significance of their nature and/or amount:
Accounting gains included in other income
Gain on reversal of earnout provisions/sale of assets
Settlement of professional matters/grant income
Gain on sale of investments (net of costs) - Iseek Golf
Interest Income
Significant expense items
Transaction and restructuring costs
Expected credit loss - prior period
Foreign exchange gains / (losses)
Employee benefits expenses*
Salaries and wages including on costs
Superannuation and pension contributions
Annual and long service leave expense
Share based payments
Government stimulus #
Jun-21
A$'000
-
-
-
26
26
-
327
(15)
312
(11,676)
(795)
(178)
(138)
1,045
(11,742)
Jun-20
A$'000
165
21
1,312
-
1,498
(932)
(616)
(13)
(1,561)
(11,625)
(870)
(47)
(97)
881
(11,758)
*Employee benefits expenses are included in the Consolidated Statement of Profit and Loss and Other
Comprehensive Income in Sales and marketing expenses, Customer support and technical services, Research
and development expenses, General and administration expenses
# The Company received Federal Government Jobkeeper payments of $752k and UK Government Coronovirus
Job Retention Scheme payments of $AUD 293k related to government support of COVID-19 impact
P a g e | 36
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
6. Income tax expense/(benefit)
a)
Income tax expense/(benefit)
Income tax expenses/(benefit)
Current tax (benefit) expense
Deferred tax (benefit) expense
Adjustments for current tax expense of prior period
Adjustments for deferred tax expense of prior period
Total income tax expense/(benefit)
Decrease (increase) in deferred tax assets
(Decrease) increase in deferred tax liabilities
Total deferred tax expense/(benefit)
b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(loss) from continuing operations before income tax expense
Tax at the Australian tax rate of 26% (FY20 27.5%)
- Impairment of goodwill
- Sale of Iseek Golf
- Expected credit loss - prior year
- Transaction costs
- Gain on reversal of earnout provision
- Other
- Adjustments for income tax expense at prior period
- Recognition of deferred tax relating to prior year
- Utilisation of deferred tax relating to prior year
- Movement in deferred tax relating to current year
- R&D offset for current year
- Other
Jun-21
A$'000
191
(1,493)
(27)
-
(1,329)
(1,496)
3
(1,493)
Jun-21
A$'000
(443)
(115)
-
-
-
-
-
670
555
(35)
(1,151)
(808)
444
(332)
(2)
Jun-20
A$'000
13
(113)
(273)
114
(259)
1,314
(1,427)
(113)
Jun-20
A$'000
(16,661)
(4,582)
2,935
326
169
47
45
505
(555)
273
-
-
-
-
23
Total income tax expense/(benefit)
(1,329)
(259)
Recognition and measurement
i.
MSL Solutions Limited and its wholly-owned Australian subsidiaries have formed a tax consolidated group, and
accordingly these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities
are set off in the consolidated financial statements.
The income tax expense or benefit for the year represents the current year’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted for permanent differences, and any net movements in
deferred tax assets and liabilities attributable to temporary differences and unused tax losses.
The current income tax benefit is calculated on the basis of the tax laws enacted at the end of the reporting
period in the countries where the Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
P a g e | 37
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in foreign operations where the Company is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Current and deferred tax is recognised in the profit or loss, except to the extent that it relates to items
recognised in other comprehensive income, or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity respectively.
ii.
Estimates and judgements
The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant
judgement is required in determining the provision for income taxes. There are certain transactions and
calculations undertaken during the ordinary course of business for which the ultimate tax determination is
uncertain at the time of the transaction/calculation. The Group estimates its tax liabilities based on the
Group’s understanding of the taxation legislation in each jurisdiction it operates, and where the final tax
outcome of these matters is different from the amounts that were initially recorded, any difference will impact
the current and/or deferred income tax assets and liabilities in the period the initial determination was made.
In addition, the Group recognises deferred tax assets relating to carried forward tax losses to the extent there
are sufficient taxable temporary differences relating to the same taxation authority and the same subsidiary
against which the unused tax losses can be utilised. However, utilisation of the tax losses also depends on the
ability of the entity to satisfy the necessary tests relating to utilisation of tax losses.
For the incentives and deductions available for eligible research and development expenditure, the Group has
exercised judgement and calculated an estimate of the eligible expenditure in both Australia and the United
Kingdom and included the estimated tax credit and additional tax deduction in its tax calculations for the
reporting period.
iii.
Franking Credits
There are NIL franking credits available for use in subsequent reporting periods.
P a g e | 38
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
7. Financial assets and liabilities
The Group holds the following financial assets and liabilities:
Financial assets
2021
Trade and other receivables
Cash and cash equivalents
Financial assets
2020
Trade and other receivables
Cash and cash equivalents
Financial Liabilities
2021
Trade and other payables
Lease liability
Borrowings
Deferred Consideration
Financial Liabilities
2020
Trade and other payables
Lease liability
Borrowings
Notes
7a & 7b
7c
Notes
7a & 7b
7c
Notes
7d
7e
7f
8f
Notes
7d
7e
7f
Assets at fair
value through
profit and
loss
Financial
assets at
amortised
cost
$'000
-
-
$'000
5,489
5,427
Assets at fair
value through
profit and
loss
Financial
assets at
amortised
cost
$'000
-
-
$'000
6,215
3,806
Liabilities at
fair value
through profit
and loss
Liabilities at
amortised
cost
$'000
-
-
-
-
$'000
3,826
4,069
2,250
3,290
Liabilities at
fair value
through profit
and loss
Liabilities at
amortised
cost
$'000
-
-
-
$'000
4,712
1,747
1,097
Total
$'000
5,489
5,427
Total
$'000
6,215
3,806
Total
$'000
3,826
4,069
2,250
3,290
Total
$'000
4,712
1,747
1,097
The Group’s exposure to various risks associated with the financial instruments is discussed in Note 12. The
maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of
financial assets mentioned above.
P a g e | 39
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
a) Current financial assets
Trade receivables
Loan receivable
Receivable - Sale of Business
Loss allowance
The movement in the allowance for expected credit loss is as follows:-
Opening Balance
Additional provisions recognised
Receivables written off during year as uncollectable
Unused amounts reversed
The aging of receivables and the allowance for expected credit loss is as follows:-
Jun-21
A$'000
4,790
214
168
(492)
4,680
Jun-21
A$'000
1,070
175
(81)
(672)
492
Jun-20
A$'000
5,463
433
189
(1,070)
5,015
Jun-20
A$'000
183
1,130
(171)
(72)
1,070
Not overdue
0 to 3 months overdue
Over 3 months overdue
Contract assets
Loss allowance
Trade Receivables Carrying Amount
Expected Credit Loss Carrying Amount
Jun-21
A$'000
2,473
1,657
660
4,790
Jun-20
A$'000
2,487
1,731
1,245
5,463
Jun-21
A$'000
25
115
352
492
Jun-20
A$'000
20
28
1,022
1,070
Jun-21
A$'000
342
(6)
336
Jun-20
A$'000
401
(3)
398
Classification as trade receivables
i.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary
course of business. Loans and other receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. If collection of the amounts is expected in one year or less,
they are classified as current assets. If not, they are presented as non-current assets. In general, trade
receivables are due for settlement within 30 days, however in some circumstances the Group has granted
extended terms of up to 90 days and for one particular customer a six-month term has been granted.
Accordingly, all trade receivables are all classified as current. The Group’s accounting policies in relation to
trade receivables are outlined in Note 23 and further details on the expected credit loss are outlined in note
12b.
P a g e | 40
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
ii.
Fair value of trade and other receivables
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as
their fair value.
iii.
Impairment and risk exposure
The Group routinely assesses the collectability of its current financial assets. Amounts will be written off
against the expected credit loss when there is no reasonable expectation of recovery.
b) Non-current financial assets
Receivable - Sale of Business
Loan receivable
Loss allowance
Contract assets
Loss allowance
Jun-21
A$'000
818
-
(9)
809
Jun-21
A$'000
372
(9)
363
Jun-20
A$'000
997
212
(9)
1,200
Jun-20
A$'000
719
(12)
707
Fair value of contract assets
i.
Due to the short-term nature of the majority of the Group’s contract assets, their carrying amount is
considered to be the same as their fair value. These contacts are classified as contracts without significant
financing components.
In addition to contract assets without significant financing the Group carries several contract assets that due to
their long-term nature their fair value is not equivalent to their carrying value. These contracts are classified as
contract assets with significant financing components.
ii.
Impairment and risk exposure
The Group routinely assesses the collectability of its non-current financial assets and has included an
estimated credit loss of $18k for the reporting period. Amounts will be written off against the expected credit
loss when there is no reasonable expectation of recovery.
c) Cash and cash equivalents
Reconciliation to cash flow statement
i.
The figures in the table shown below reconcile to the amount of cash shown in the statement of cash flows at
the end of the financial year, as follows:
Cash and cash equivalents
Jun-21
A$'000
5,427
5,427
Jun-20
A$'000
3,806
3,806
ii.
Classification as cash equivalents
Cash and cash equivalents includes term deposits supporting bank guarantees to property bonds of $354k
(FY20: $384k). Refer to Note 23 for the Group’s other accounting policies on cash and cash equivalents.
P a g e | 41
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
d) Trade and other payables
Current
Trade payables
Other payables
Jun-21
A$'000
1,996
1,830
3,826
Jun-20
A$'000
1,429
1,934
3,363
Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of
trade and other payables are considered to the same as their fair values, due to the short-term nature.
e) Lease liability
Current
Lease liability
Non-Current
Lease liability
Commitments for minimum lease payments in
relation to non-cancellable leases are as follows:
Within one year
Later than one year but not later than five years
Later than five years
Jun-21
A$'000
Jun-20
A$'000
435
414
3,634
4,069
2,601
3,015
Jun-21
A$'000
Jun-20
A$'000
435
2,893
778
4,106
414
954
1,647
3,015
The Group leases various offices under non-cancellable leases expiring within 6 months to five years. The
leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are
renegotiated. The interest expense incurred on lease liabilities for FY21 was $278k (FY20 $212k)
P a g e | 42
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
f) Borrowings
Current
Secured
Bank bill loan - secured
Total secured current borrowings
Non-current
Secured
Bank bill loan - secured
Total secured non-current borrowings
Total borrowings
i.
Bank bill loans
Jun-21
A$'000
Jun-20
A$'000
1,000
1,000
1,250
1,250
2,250
543
543
554
554
1,097
In October 2018, the Group entered a loan facility to refresh working capital used for cash funded acquisitions.
The total amount of the facility was $2m which amortises over a 36-month period. The loan period was
extended for 6-months as part of COVID-19 relief offered by the financier during 2020.
As at 30 June 2021 there was $nil drawn with $0.665 m available.
The loan agreement contains no financial covenants and the facility is secured by a General Security
Agreement and Guarantee and indemnity over the Australian entities of the Group.
In November 2020, the Group entered a loan facility to refresh capital following the acquisition of SwiftPOS Pty
Limited. The total amount of the facility was $2.5m which amortises over the term of the loan with
repayments commencing on 30 April 2021. The final repayment date is 30 September 2023.
As at 30 June 2021 there was $2.250 m drawn with $nil available.
The loan agreement contains a financial covenant that at each month end the Group must have a minimum
consolidated cash balance of $1.5m increasing to $2.5m from 31 July 2021 until the end of the loan. The
facility is secured by a second ranking General Security. Agreement and Guarantee and indemnity over the
Australian entities of the Group with the Group's overseas entities providing guarantees.
Each of the above loans are variable rates, Australian dollar denominated and are carried at amortised cost.
They therefore do not have any impact on the entity's exposure to foreign exchange and cash flow interest
rate risk.
P a g e | 43
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
8. Non-financial assets and liabilities
a) Property, plant and equipment
At 1 July 2019
Cost or fair value
Accumulated depreciation
Net book amount
Year ending 30 June 2020
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2020
Cost or fair value
Accumulated depreciation
Net book amount
Year ending 30 June 2021
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2021
Cost or fair value
Accumulated depreciation
Net book amount
Leasehold
improvements
Plant and
equipment
$'000
$'000
Furniture
Fixtures &
Fittings
$'000
Motor
Vehicle
Total
$'000
$'000
60
(21)
39
39
-
-
-
(11)
28
60
(32)
28
28
-
-
-
(7)
21
60
(39)
21
1,542
(1,410)
132
132
-
-
-
(39)
93
1,542
(1,449)
93
93
-
35
-
(46)
82
1,577
(1,495)
82
374
(325)
49
49
(1)
29
-
(9)
68
402
(334)
68
68
-
44
-
(22)
90
446
(356)
90
24
(22)
2
2
-
-
(2)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000
(1,778)
222
222
(1)
29
(2)
(59)
189
2,004
(1,815)
189
189
-
79
-
(75)
193
2,083
(1,890)
193
Revaluation, depreciation methods and useful lives.
i.
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net
cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash
flows have been discounted to their present values in determining recoverable amounts.
The depreciable amount of all fixed assets and capitalised leased assets is depreciated on a diminishing value
basis over their useful lives to the Group, commencing from the time the asset is held ready for use. Leasehold
improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated
useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
•
•
•
Plant and equipment
Furniture, fixtures and fittings
Leasehold improvements
27% - 50%
20% - 30%
7.5% - 30%
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet
date. Refer to Note 23 for all other accounting policies relevant to property, plant and equipment.
P a g e | 44
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
b)
Intangible assets
At 1 July 2019
Cost or fair value
Accumulated impairment
Accumulated depreciation
Closing net book amount
Year ending 30 June 2020
Opening net book amount
Disposals
Exchange differences
Additions
Amortisation
Impairment
Closing net book amount
At 30 June 2020
Cost or fair value
Accumulated impairment
Accumulated depreciation
Closing net book amount
Year ending 30 June 2021
Opening net book amount
Disposals
Exchange differences
Additions - business combinations
Additions - internal research and development
Amortisation
Impairment
Closing net book amount
At 30 June 2021
Cost or fair value
Accumulated impairment
Accumulated Amortisation
Closing net book amount
Computer
Software
other
$'000
Formation
Expenses
$'000
Contracts and
customer
relationships
$'000
Goodwill
$'000
22,014
(11,500)
-
10,514
10,401
-
(6,523)
3,878
10,514
3,878
158
(10,672)
-
22,172
(22,172)
-
-
-
-
3,575
-
-
-
3,575
3,575
-
-
3,575
(169)
1,110
(1,486)
-
3,333
11,342
-
(8,009)
3,333
3,333
-
217
2,027
1,045
(996)
-
5,626
14,631
-
(9,005)
5,626
Total
$'000
56,735
(11,500)
(17,261)
27,974
27,974
-
(39)
1,110
(4,830)
(10,672)
13,543
57,806
(22,172)
(22,091)
13,543
13,543
-
240
9,499
1,045
(3,863)
-
20,464
46,396
-
(25,932)
20,464
2
-
-
2
2
-
-
-
-
-
2
2
-
-
2
2
-
-
45
-
(1)
-
46
47
-
(1)
46
24,318
-
(10,738)
13,580
13,580
-
(28)
-
(3,344)
-
10,208
24,290
-
(14,082)
10,208
10,208
-
23
3,852
-
(2,866)
-
11,217
28,143
-
(16,926)
11,217
Amortisation methods and useful lives.
i.
The Group amortises intangible assets with a limited useful life using the straight-line method over the
following period/rates:
•
•
Software – 2.5 to 10 years
Customer contracts – 3 to 15 years
See Note 23 for the other accounting policies relevant to intangible assets and impairment policy
ii.
Customer contracts
The customer contracts were acquired as part of a business combination. They are recognised at their fair
value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of
projected cash flows of the contracts over their estimated useful lives.
iii.
Significant estimate: useful life of Software acquired
Software was acquired as part of a business combination and was recognised at fair value at the date of
acquisition and is subsequently amortised on a straight-line basis over an eight-year period from date of
acquisition. This has been estimated as the weighted average of the expected obsolescence of the acquired
software.
P a g e | 45
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
iv.
Significant estimate: capitalised development
Costs that are directly associated with the development of software are recognised as an intangible asset
when the following criteria are met:
a) The technical feasibility of completing the intangible asset is achieved so that it will be available for
use or sale;
b) The Group intends to complete the intangible asset and then use or sell it;
c) The Group has the ability to use or sell the intangible asset;
d) The Group knows how the intangible asset will generate probable economic benefits. Among other
things, the Company can demonstrate the existence of a market for the output of the intangible asset
or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
e) Adequate technical, financial and other resources are available to complete the development and to
use or sell the intangible asset; and
f) The Company is able to measure reliably the expenditure attributable to the intangible asset during
its development.
The relevant costs include personnel and other directly attributable costs incurred in the development of
software. Capitalised software development costs are recognised as an intangible asset and amortised over
their estimated useful lives, which is considered to be 60 months. Capitalised software development costs are
amortised from when the products to which they relate become available to use. Research costs are expensed
as incurred and are largely made up of employee labour which is included in research and development costs
in the statement of comprehensive income. Development costs previously recognised as expenses are not
recognised as assets in a subsequent period.
The Group capitalised $1,045k in FY21 for the development of software that satisfied the conditions above and
commenced amortization during the year.
v.
Impairment tests for goodwill and computer software
As part of the ongoing annual assessment of goodwill and computer software by management the Group
considers the relationship between the net recoverable amount of its cash generating units based upon
discounted cash flows of 5-year forecast EBITDAs and its book value, among other factors, when reviewing for
indicators of impairment.
Management has considered the lowest levels at which the assets produce identifiable cash flows when
determining the composition of the Group’s Cash Generating Units (CGU’s).
SwiftPOS was acquired on the 17 November 2020 and includes Goodwill of $3.6m, software intangible assets
of $2m and customer contracts of $3.9m. The SwiftPOS business generates cash through a reseller model
rather than a direct to market which is the model used for the rest of APAC. As such the nature of its revenue
and customer base is significantly different from the rest of APAC to categorise it as its own CGU.
P a g e | 46
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
vi.
Significant estimate: key assumptions used for fair value calculations
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. The
calculations use cash flow projections based on a one-year financial budget approved by the Board and cash
flow projections by management covering a five-year period. Cash flows beyond the five-year period are
extrapolated using the estimated growth rates stated below.
The key assumptions for those segments that have significant goodwill allocated to them:
Management have considered various scenarios in testing for impairment from a zero growth scenario to a
2.5% growth scenario to recognise synergies that may materialise from the SwiftPOS acquisition and the post
COVID recovery in the UK market in particular.
Management has determined the values assigned to key assumptions as follows:
Assumption
Revenue
EBITDA
Annual capital expenditure
Long-term growth rate
Post-tax discount rates
Approach used to determine values
Average annual growth rate over the five-year
forecast period; based on past performance and
management’s expectations of market
development.
Based on past performance and management’s
expectations for the future.
Expected cash costs in the CGUs. This is based on
the historical experience of management. No
incremental revenue or cost savings are assumed
in the fair value model as a result of this
expenditure.
Above forecast inflation in each of the countries
the Group operates.
Reflect specific risks relating to the relevant
segments and the countries in which they operate.
This rate is derived from the Group’s Weighted
Average Cost of Capital (WACC) that takes into
account both debt and equity. The cost of equity is
derived from expected return on investment by
the Group’s investors. The cost of debt is based on
the interest-bearing borrowings the Group is
obliged to service. The segment and geographic
specific risk is incorporated by applying individual
beta factors.
As at the reporting date, the Group, based on the information available, does not consider that any reasonable
change in the key assumptions (growth rates and discount rates), after allowing for any consequential impacts
on other key assumptions of any such change, would cause the carrying value of the segments to exceed their
recoverable amounts.
P a g e | 47
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
vii.
Significant estimate: impairment charge
There is no impairment charge for the year-ending 30 June 2021
c) Right-of-use asset
Opening Balance
Additions
Less Accumulated amortisation
Closing Balance
Jun-21
A$'000
2,640
1,550
(567)
3,623
Jun-20
A$'000
3,381
-
(741)
2,640
Right-of-use assets relate predominantly to the property leases of the Group in Australia and overseas.
d) Deferred tax balances
i.
Deferred tax assets
The balance comprise temporary differences
attributable to:
Tax losses & offsets
Property, plant & equipment
Other
Total deferred tax asset
Set off against deferred tax liability
Set off from deferred tax liability
Net deferred tax asset
Jun-21
A$'000
Jun-20
A$'000
1,485
-
188
1,673
(1,673)
-
-
-
3
174
177
(177)
-
-
P a g e | 48
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Movements
As at 1 July 2019
(Charged)/Credited
To profit or loss as deferred tax benefit/(expenses)
To profit or loss as research and development expenses
To equity
Acquisition
Utilisation of tax losses
True up as prior period deferred tax
As at 30 June 2020
Movements
As at 1 July 2020
(Charged)/Credited
To profit or loss as deferred tax benefit/(expenses)
To profit or loss as research and development expenses
To equity
Acquisition
Utilisation of tax losses
True up as prior period deferred tax
As at 30 June 2021
Tax losses &
offsets
Employee
benefits
$'000
1,395
(1,395)
-
-
-
-
-
0
$'000
282
(282)
-
-
-
-
-
0
Tax losses &
offsets
Employee
benefits
$'000
-
1,485
-
-
-
-
-
1,485
$'000
-
-
-
-
-
-
-
0
Property,
plant &
equipment
$'000
640
IPO and
transaction
related
$'000
307
Other
Total
$'000
502
$'000
3,126
(637)
(307)
(328)
(2,949)
-
-
-
-
-
3
-
-
-
-
-
0
Property,
plant &
equipment
$'000
3
IPO and
transaction
related
$'000
-
(3)
-
-
-
-
-
0
-
-
-
-
-
-
0
-
-
-
-
-
174
-
-
-
-
-
177
Other
Total
$'000
174
14
-
-
-
-
-
188
$'000
177
1,496
-
-
-
-
-
1,673
The utilisation of the deferred tax asset is dependent on future taxable profits in excess of the profits arising
from the reversal of existing taxable temporary differences. Not withstanding the losses before tax reported in
the current and preceding periods, the Group is reasonably certain that it will return to taxable profits.
ii.
Deferred tax liabilities
The balance comprises temporary differences attributable to:
Intangible assets
Financial assets
Other
Total deferred tax asset
Set off against deferred tax asset
Set off from deferred tax asset
Net deferred tax liability
Jun-21
A$'000
(1,897)
-
-
(1,897)
1,673
-
(224)
Jun-20
A$'000
(893)
-
-
(893)
177
-
(716)
P a g e | 49
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Movements
Intangibles
As at 1 July 2019
(Charged)/Credited
To profit or loss
To equity
True up as prior period deferred tax
Foreign currency translation
Acquisition
As at 30 June 2020
Movements
As at 1 July 2020
(Charged)/Credited
To profit or loss
To equity
True up as prior period deferred tax
Foreign currency translation
Acquisition
As at 30 June 2021
$'000
(3,856)
2,963
-
-
-
-
( 893)
Intangibles
$'000
(893)
(3)
-
-
-
(1,001)
( 1,897)
Financial
Assets
$'000
-
-
-
-
-
-
-
Financial
Assets
$'000
-
-
-
-
-
-
-
Other
Total
$'000
(7)
7
-
-
-
-
-
Other
$'000
-
-
-
-
-
-
-
$'000
(3,863)
2,970
-
-
-
-
( 893)
Total
$'000
(893)
(3)
-
-
-
(1,001)
( 1,897)
Offsetting within tax consolidated group
MSL Solutions Limited and its wholly owned Australian subsidiaries form a consolidated tax group, whereby
the entities are taxed as a single entity. Accordingly, the deferred tax assets and deferred tax liabilities have
been offset in the consolidated financial statements.
e) Provisions
Employee benefit obligations
Current
Long service leave
Annual leave
Non-Current
Long service leave
Consolidated
Jun-21
A$'000
473
1,197
1,670
109
109
Jun-20
A$'000
295
1,099
1,394
96
96
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled
wholly within 12 months after the end of the reporting period, are recognised in other liabilities in respect of
employees' services rendered up to the end of the reporting period and are measured at amounts expected to
be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when leave is
taken and measured at the actual rates paid or payable.
P a g e | 50
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Employee benefit obligations are disclosed on the statement of financial position through inclusion of the
annual leave and long service leave obligation within the provisions liability.
Other employee benefit obligations
Liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after
the end of the reporting period. They are recognised as part of the provision for employee benefits and
measured at the present value of expected future payments to be made in respect of services provided by
employees to the end of the reporting period using the projected unit credit method. Consideration is given to
expected future salaries and wages levels, experience of employee departures and periods of service.
Expected future payments are discounted using high quality corporate bond rates at the end of the reporting
period with terms to maturity and currency that match, as closely as possible, the estimated future cash
outflows.
f) Deferred Consideration
Current
Present value of deferred consideration - SwiftPOS
Present value of earn out - SwiftPOS
Non-Current
Present value of earn out - SwiftPOS
Consolidated
Jun-21
A$'000
Jun-20
A$'000
290
775
1,065
2,225
2,225
-
-
-
-
-
The Deferred consideration relates to the present valued and risk weighted valuation of the 12-month
deferred payment reduced by the net tangible liability of the acquired business on acquisition.
The earn-out payment for the SwiftPOS acquisition is the present value of the expected earn-out over a three-
year period based on a gross profit target with a maximum cap of $4.2m.
P a g e | 51
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
9. Equity
a) Share capital
Share capital
Fully paid
Consolidated
30 June 2021
Shares
30 June 2021
$'000
Consolidated
30 June 2020
Shares
30 June 2020
$'000
329,270,783
329,270,783
66,686
66,686
322,258,160
322,258,160
66,186
66,186
During November 2020, the Group issued $500k of shares to the vendors of SwiftPOS Pty Limited as part of the
acquisition price for SwiftPOS Pty Limited. The 7,012,623 shares were valued at the 10-day VWAP prior to
completion of the acquisition, or $0.0713 per share.
i. Movements in ordinary shares
Number of
shares
Issue price
$'000
Opening Balance 1 July 2019
Shares issued on placement to Sophisticated and Institutional Investors
Shares issued under Share Purchase Plan
less:transaction costs arising on shares issued
Closing Balance 30 June 2020
36,427,987
35,989,811
$0.075
$0.075
322,258,160
Shares issued as part of the acquisition price for SwiftPOS Pty Limited
Closing Balance 30 June 2021
7,012,623
329,270,783
$0.071
2,732
2,699
(248)
66,186
500
66,686
ii.
Ordinary shares
Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the Company
in proportion to the number of and amounts paid on the shares held. Every ordinary shareholder present at a
meeting in person or by proxy is entitled to one vote on a show of hands or by poll.
iii.
Options
Information relating to the MSL Solutions Limited Option Plan, including details of options issued, exercised
and lapsed during the financial year and options outstanding at the end of the reporting period is set out in
Note 19.
iv.
Share Performance Rights
Information relating to the MSL Performance Rights Plan, including details of rights issued, vested and lapsed
during the financial year and rights outstanding at the end of the reporting period is set out in Note 19.
b) Other reserves
The following table shows a breakdown of the balance sheet line item ‘other reserves’ and the movements in
these reserves during the year. A description of the nature and purpose of each reserve is provided below the
table.
P a g e | 52
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Share based payment reserve
Foreign currency translation reserve
Consolidated
30 Jun 21
$'000
557
2,543
3,100
30 Jun 20
$'000
385
2,538
2,923
Share-based payments
The share-based payments reserve is used to recognise:
•
•
The grant date fair value of options issued to employees but not exercised
The grant date fair value of performance rights issued to employees
Foreign currency translation
Exchange differences arising on translation of the foreign controlled entities are recognised in other
comprehensive income as described in Note 23 and accumulated in a separate reserve with equity. The
cumulative amount is reclassified to profit or loss when the net investment is disposed of.
c) Accumulated losses
Movement in retained earnings were as follows:
As at 1 July 2020
Total comprehensive income for the period
Profit/(loss) for the year
Total comprehensive income for the period
Transactions with owners in their capacity as owners
Contribution of equity net of transaction costs
As at 30 June 2021
$'000
(55,224)
886
886
-
-
(54,338)
P a g e | 53
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
10. Cash flow information
a) Reconciliation of profit after income tax to net cash inflow from operating activities
Profit/(loss) after tax
Adjustments for:
Depreciation and amortisation
Impairment of Goodwill
Other Income
Realised FX loss/(gain)
Expected credit loss
Finance costs
Change in operating assets and liabilities
Movement in current assets
(Increase)/ decrease in trade receivables
(Increase)/ decrease in other receivables
(Increase)/ decrease in prepayments
Movement in current liabilities
Increase/(decrease) in trade payables
Increase/(decrease) in other payables
Increase/(decrease) in deferred revenue
Increase/(decrease) in deferred tax
Increase/(decrease) in provisions
Increase/(decrease) in tax provisions
Consolidated
Jun-21
$'000
886
Jun-20
$'000
(16,402)
4,505
-
(26)
15
(600)
-
334
62
336
400
62
289
(492)
277
411
5,629
10,672
(1,498)
13
1,063
212
41
1,368
(230)
(1,164)
(185)
(1,173)
(21)
(213)
(256)
Movement in non-current assets
(Increase)/ decrease in trade and other receivables
Cashflow generated from operations
(731)
21
5,728
(2,123)
P a g e | 54
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
11. Critical estimates, judgements and errors
The preparation of financial statement requires the use of accounting estimates which, by definition, will
seldom equal the actual results. Management also needs to exercise judgement in applying the Group’s
accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of
items which are more likely to be materially adjusted due to estimates and assumptions that may be incorrect.
Detailed information about each of these estimates and judgments is included in notes 1 to 9 together with
information about the basis of calculation for each affected line item in the financial statements. In addition,
this note also explains where there has been actual adjustment this year as a result of an error and of changes
to previous estimates.
a) Significant estimates and adjustments
The areas involving significant estimates or judgements are:
• Recognition of revenue
•
•
•
•
•
•
•
•
• Recognition of deferred tax asset for carried forward tax losses
Collection of long-term receivables
Estimation of current tax payable and current tax expense
Estimation of research and development tax credits
Estimation of capitalised software development expenditure
Estimated goodwill impairment
Estimated useful life of intangible asset
Estimation of contingent purchase consideration in a business combination
Estimation of right-of-use asset for leases on transition
Estimates and judgements are continually evaluated. They are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the entity and that are
believed to be reasonable under the circumstances.
b) Sources of estimation uncertainty
Revenue recognition
Multiple element contracts entered into by the Group require judgement in the identification and separation
of performance obligations related to software licence fees, post sales customer support and other services.
The Group assesses each customer contract individually into its performance obligations and considers if any
performance obligation should be aggregated where they cannot be separately determined. Revenue is
assigned to each performance obligation based upon the stand-alone fair value of the performance obligation
relevant to the total contract value.
The Group uses the percentage-of-completion method in accounting for its fixed-price contacts to deliver
installation and consultancy services. Use of the percentage-of-completion method requires the Group to
estimate the services performed to date as a proportion of the total services to be performed.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had,
or may have, on the consolidated entity based on known information. This consideration extends to the nature
of the products and services offered, customer, supply chain, staffing and geographical regions in which the
consolidated entity operates. Estimation is also required in relation to government subsidies and in regard to
forecasting their continued impact. The impact of the Coronavirus (COVID-19) pandemic has had the most
impact on the UK business that operates in the stadiums sector which has been closed during parts of FY21.
The impact is considered short-term in nature and the recovery is evident through recent new sales in the final
quarter of FY21.
P a g e | 55
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
12. Financial risk management
This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future
financial performance. Current year profit and loss information has been included where relevant to add
further context.
The Board has overall responsibility for the determination of the Group’s risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives and policies to the Group’s
finance function.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly
affecting the Group’s competitiveness and flexibility.
The Group’s finance function has been delegated responsibility by the Board for among other issues, managing
financial risk exposure within the Group. The Groups' risk management policies and objectives are therefore
designed to minimise the potential impacts of these risks on the results of the Group where such impacts may
be material.
a) Market risk
Foreign exchange risk
i.
The Group’s policy is, where possible, to allow Group entities to settle liabilities denominated in their
functional currency with cash generated from their own operations in that currency. Where Group entities
have liabilities denominated in a currency other than their functional currency (and have insufficient reserves
of that currency to settle them) cash already denominated in that currency will, where possible, be transferred
from elsewhere within the Group.
With the acquisition of both GolfBox and Verteda, there are now multiple customers and suppliers in the
following currencies:
Pound Sterling (Verteda’s functional currency)
•
• Danish Krone (GolfBox’s functional currency)
The Group’s remaining subsidiaries have a functional currency of Australian dollars. The Group’s presentation
currency is Australian dollars.
As suppliers in any of the above currencies are expected to be repaid in the respective entity’s functional
currencies from local sales, the foreign currency exposure of these suppliers the Group is not exposed to
foreign currency risk.
P a g e | 56
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Exposure
The Groups exposure to foreign currency risk is only relation to transactions in foreign currency that differ
from the respective entity’s functional currencies. The Group’s exposure to foreign currency risk at the end of
the reporting period is expressed in Australian dollar, was as follows:
2021
Tra de pa ya bl es
Net exposure
2020
Tra de pa ya bl es
Net exposure
USD
$'000
(24)
(24)
USD
$'000
(28)
(28)
Amounts recognised in profit or loss and other comprehensive income
During the year, the following foreign-exchange related amounts were recognised in profit or loss and other
comprehensive income:
Rea l i s ed FX ga i n (l os s )
Unrea l i s ed FX ga i n (l os s )
Sensitivity
Jun-21
A$'000
9
(24)
(15)
Jun-20
A$'000
8
(21)
(13)
As at the reporting date, the Group is no longer materially exposed to currency movements compared to prior
years.
ii.
Price risk
The Group does not have exposure to equity securities price risk arising from investments held by the Group
and classified in the balance sheet as held-for-sale as at 30 June 2021.
P a g e | 57
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
b) Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions as well as
credit exposures to customers including outstanding receivables.
Risk management
i.
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties
of contract obligations that could lead to financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such as processes for the approval of
customers and regular monitoring of counterparty financial stability), ensuring to the extent possible that
customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in
assessing receivables for impairment. Depending on the cash generating unit within the Group, credit terms
are generally immediate payment to 30 days from invoice date.
The maximum exposure to credit risks by class of recognised financial asset at the end of the reporting period
is equivalent to the carrying amount and classification of those financial assets as presented in the financial
statements.
The Group holds no collateral nor has any significant concentrations of credit risk with any single counterparty
or Group of counterparties.
Trade and other receivables that are neither past due nor impaired are considered to be of high credit quality.
Credit risk related to balance with banks and other financial institutions is managed by the finance function.
Current policy is that surplus funds are only invested with counterparties with a rating of A. The following table
provides information regarding the credit risk relating to cash holdings:
Cash at bank and short-term bank deposits
AA
A
Jun-21
A$'000
2,784
2,643
5,427
Jun-20
A$'000
2,957
849
3,806
ii.
Impairment of financial assets
The Group has three types of financial assets that are subject to the expected credit loss model:
Trade receivables for sales from all revenue streams;
Contract assets for sales from all revenue streams; and
•
•
• Debt investments carried at amortised cost
While cash and cash equivalents are also subject to the impairment requirements of AASB 9, the identified
impairment loss was immaterial.
Trade receivables and contract assets
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and other receivables have been grouped based on
shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress
and unbilled software and hardware sales and have substantially the same risk characteristics as the trade
receivables for the same types of contracts.
On that basis, the loss allowance as at 30 June 2021 and 30 June 2020 was determined as follows for both
trade receivables and contract assets. The ECL percentage is applied to the receivables and the contract assets
in their functional currency with the loss allowance then translated to presentation currency.
The Group has considered the impact of COVID-19 pandemic on the ability of customers delaying payment or
being unable to pay. In light of recent lockdowns, the Group has maintained the same expected credit loss
calculation methodology that was adopted in the prior year at the height of the COVID-19 pandemic
P a g e | 58
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Current loss allowance
Trade receivables
Loan receivable current
Contract assets with significant financing components
Non-current loss allowance
Loan receivable non-current
Contract assets with significant financing components
Consolidated
Jun-21
A$'000
492
-
6
498
9
9
18
516
Jun-20
A$'000
1,050
20
3
1,073
9
12
21
1,094
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of fund through an adequate amount of committed credit facilities to meet obligations when due
and to close out market positions.
Management monitors rolling forecasts of the Group’s liquidity reserve as well as cash and cash equivalents on
the basis of expected cash flows. This is generally carried out at the local level in the operating companies of
the Group in accordance with practice set by the Group. In addition, the Group’s liquidity management policy
involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet
these, monitoring balance sheet liquidity ratios against internal requirements and maintaining debt financing
plans.
Financing arrangements
i.
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
Floating Rate
- Expiring within one year (bank overdraft)
ii. Maturities of financial liabilities
30 Jun 21
$'000
30 Jun 20
$'000
489
488
The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on their
contractual maturities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12
months equal their carrying balances as the impact of discounting is not significant.
P a g e | 59
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Contractual maturities of financial liabilities
Less than 6
months
6-12 months
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Total
contractual
cash flows
Carrying
amount (assets)
/liabilities
As at 30 June 2021
Non-deri va ti ves
Tra de pa ya bl es
Other pa ya bl es
Deferred cons i dera ti on
Total
1,996
1,830
1,065
4,891
-
-
-
-
-
-
1,003
1,003
-
-
1,222
1,222
-
-
-
-
1,996
1,830
3,290
7,116
1,996
1,830
3,290
7,116
Contractual maturities of financial liabilities
Less than 6
months
6-12 months
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Total
contractual
cash flows
Carrying
amount (assets)
/liabilities
As at 30 June 2020
Non-deri va ti ves
Tra de pa ya bl es
Other pa ya bl es
Total
1,429
1,934
3,363
-
-
-
-
-
-
-
-
-
-
-
-
1,429
1,934
3,363
1,429
1,934
3,363
Contractual maturities of financial assets
Less than 6
months
6-12 months
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Total
contractual
cash flows
Carrying
amount (assets)
/liabilities
As at 30 June 2021
Non-deri va ti ves
Tra de debtors
Contra ct a s s ets
Recei va bl e - Sa l e of bus i nes s
Loa n Recei va bl e
Total
4,790
342
88
214
5,434
-
372
80
-
452
-
-
158
-
158
-
-
660
-
660
-
-
-
-
-
4,790
714
986
214
6,704
4,790
714
986
214
6,704
Contractual maturities of financial assets
Less than 6
months
6-12 months
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Total
contractual
cash flows
Carrying
amount (assets)
/liabilities
As at 30 June 2020
Non-deri va ti ves
Tra de debtors
Contra ct a s s ets
Recei va bl e - Sa l e of bus i nes s
Loa n Recei va bl e
Total
5,463
401
97
-
5,961
-
719
92
433
1,244
-
-
178
212
390
-
-
819
-
819
-
-
-
-
-
5,463
1,120
1,186
645
8,414
5,463
1,120
1,186
645
8,414
13. Capital management
a) Risk management
The Group’s objectives when managing capital are to:
•
Safeguard their ability to continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders, and
• Maintain an optimal capital structure to reduce the cost of capital.
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 does not currently have any loan covenants that it is required to meet. However, review of the
current ratio is performed monthly to ensure that it is managed and remains at a reasonable level. This current
ratio is assessed as per normal accounting practices with an adjustment made to take into account the large
deferred revenue balance that the Group carries on an on-going basis.
P a g e | 60
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Group structure
This section provides information which will help users understand how the Group structure affects the
financial position and performance of the Group as a whole.
A list of significant subsidiaries is provided in Note 14(a).
14. Interests in other entities
a) Subsidiaries
The Group’s principal subsidiaries at 30 June 2021 are set out below. Unless otherwise stated they have share
capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of
ownership interests held equals the voting rights held by the Group. The country of incorporation or
registration is also their principal place of business.
Name
Parent Entity:
MSL Solutions Limited
Subsidiaries of parent entity:
Golf Group International Pty Ltd
Golflink Partners Pty Ltd
GolfTime International Pty Ltd
InfoGenesis Pty Ltd
iSeekgolf Pty Ltd
MarkeTown Media Pty Ltd
Micropower Pty Ltd
PriCap Services Pty Ltd
Rockit Pty Ltd
Simbient Golflink Pty Ltd
SwiftPOS Pty Ltd1
GolfBox A/S
MPowerMSL UK Limited
MSL Verteda Limited2
Rebel Thinking Limited
Verteda Holdings Limited
Equity Holding
Country of
incorporation
Jun-21
%
Jun-20
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Denmark
England
England
England
England
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%
-
100%
100%
100%
100%
100%
1SwiftPOS Pty Ltd was acquired on 17 November 2020
2MSL Verteda Limited changed its name from Verteda Limited on 29 January 2021
b)
Interests in associates
There were no interests in associates in FY21 or FY20.
P a g e | 61
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
15. Contingent liabilities and contingent assets
There are no contingent assets or liabilities at 30 June 2021
16. Commitments
a) Bank guarantee
The Group hold a number of bank guarantees in relation to office bonds
Bank Guarantee - MSL Solutions Pty Ltd
Bank Guarantee - Micropower Pty Ltd
Bank Guarantee - Infogenesis Pty Ltd
Jun-21
A$'000
209
145
-
354
Jun-20
A$'000
209
145
30
384
17. Events occurring after the reporting period
There are no matters which have arisen since the end of the reporting period which may materially
affect operations of MSL, the results of those operations, or the state of affairs of MSL in future
years.
Other disclosures
This section of the notes includes other disclosures that must be disclosed to comply with the accounting
standards and other pronouncements, but that is not immediately related to individual line items in the
financial statements.
18. Related party transactions
a) Key management personnel compensation
Short-term employee benefits
Other long-term benefits
Superannuation
Share based payments
Total
2021
$AUD
1,050,941
24,634
47,552
197,686
1,320,813
2020
$AUD
1,005,789
31,886
48,555
77,204
1,163,434
Detailed remuneration disclosures are provided in the remuneration report.
b) Transactions with other related parties
i.
Loans receivable from related parties
Nil.
P a g e | 62
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
19. Share-based payments
Options
No options were issued during the period ending 30 June 2021.
4,678,572 options expired during the period ending 30 June 2021.
All options which expired during the year and the remaining outstanding options have been issued under an
Employee Option Plan which was established to provide remuneration to key management personnel.
Options carry no dividend or voting rights until exercised.
When exercisable, each option is convertible into one ordinary share of MSL Solutions Limited.
The exercise price of option grants to date under the Employee option Plan, was based on a 40% uplift over the
previous traded price at the time of granting the option. The Board deemed that this was a reasonable
estimate of achievable growth as an unlisted entity.
The following table summarises the share options outstanding at the end of the year:
Grant Date
Balance at the start of
the year
Granted
Exercised
Expired
Balance at the end
of the year
Vested and
exercisable
Expiry date
Exercise
Price
18-Dec-15
22-Oct-15
30-May-16
15-May-17
14-Jan-20
Weighted avg exercise price
2,357,142
1,250,000
1,071,430
300,000
1,019,440
5,998,012
0.241
$
Share Performance Rights
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
-
2,357,142
1,250,000
1,071,430
4,678,572
0.262
$
-
-
-
300,000
1,019,440
1,319,440
0.1665
$
-
-
-
300,000
1,019,440
1,319,440
0.1665
$
18-Dec-20
21-Oct-20
30-May-21
15-May-22
14-Jan-23
$
$
$
$
$
0.217
0.308
0.308
0.350
0.1125
On 21 July 2020, 5,318,333 Share Performance Rights were issued as detailed in the below table.
During June 2021, 4,650,000 Share Performance Rights were issued as detailed in the below table.
726,667 Share Performance Rights expired during the period ending 30 June 2021.
The following table summarises the share performance rights issued either under the MSL Performance Rights
Plan approved by Shareholders at the Company’s AGM on 29 November 2018 or as otherwise stated and
outstanding at the end of the year:
Grant Date
Vesting Date
Balance at
the start of
the year
6-Dec-18
24-Sep-19
23-Sep-19
23-Sep-19
21-Jul-20
30-Jun-21
30-Jun-21
30-Jun-21
30-Jun-21
30-Jun-21
30-Jun-20 1,940,000
13-Dec-22 1,500,000
19-Aug-21 1,000,000
600,000
23-Sep-23
-
21-Jul-21
-
1-Jul-21
-
1-Jan-22
-
30-Jun-22
-
30-Jun-22
-
30-Jun-22
5,040,000
$
-
Weighted avg exercise price
Vesting Conditions
Granted
-
See Note 1 below
-
See Note 2 below
-
See Note 3 below
See Note 3 below
-
See Note 4 below 5,318,333
500,000
See Note 3 below
See Note 3 below
250,000
See Note 5 below 1,300,000
See Note 6 below
600,000
See Note 7 below 2,000,000
9,968,333
$
-
Fair value
of current
year grant
-
-
-
292,508
67,500
33,750
175,500
81,000
270,000
920,258
Balance at
the end of
the year
1,380,000
1,500,000
1,000,000
600,000
5,151,666
500,000
250,000
1,300,000
600,000
2,000,000
14,281,666
$
-
Forfeited
560,000
-
-
-
166,667
-
-
-
-
-
726,667
$
-
Vested and
exercisable
Term
Expiry
Date
Exercise
Price
3.6 years
5 Years
4 years
4 years
3 years
1 month
6 months
3 years
3 years
3 years
30-Jul-22
1-Sep-24
23-Sep-23
23-Sep-23
21-Jul-23
21-Jul-21
21-Jan-22
21-Jul-24
21-Jul-24
21-Jul-24
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
-
-
-
-
-
-
-
-
-
-
-
$
-
P a g e | 63
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Note 1
A Total Shareholder return of 10% Compound Average Growth Rate (CAGR) to be achieved over the vesting period
Note 2
As approved at the Company's AGM on 27 November, 2019, the Performance Rights were issued to the Chairman and Executive Director,
Mr Tony Toohey, with the following conditions:
Tranche
1
2
3
4
Number
225,000
425,000
425,000
425,000
Performance Condition by expiry date
MSL's share price (30d VWAP) equals or exceeds $0.25
MSL's share price (30d VWAP) equals or exceeds $0.30
MSL's share price (30d VWAP) equals or exceeds $0.35
MSL's share price (30d VWAP) equals or exceeds $0.40
The fair value of these Share Performance Rights were calculated as follows:
Input
Assumption
Assumed Grant Date (Date of calculation)
24-Sep-19
Contract Life (To determine Gross Remuneration Value)
Estimated Life (To determine Accounting Value)
Estimated Volatility (Standard Deviation – 12 months)
Estimated Dividend Yield
Estimated Risk Free Rate (3/5 year average bond rate)
Exercise Price (As advised)
Estimated Contract Life Value – Total and (per Right)
Estimated Accounting Value – Total and (per Right)
5 years
3 years
91.90%
0%
0.71%
$0.00
$187,500
($0.125)
$166,800
($0.1112)
P a g e | 64
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Note 3
No Performance Hurdles are required apart from employment as at the vesting dates.
The fair value of these Share Performance Rights are calculated using the closing price
of the quoted MSL ordinary share on day of grant.
Note 4
No Performance Hurdles are required apart from employment as at the vesting dates.
Allocation is split into thirds vesting over a three-year period:
- 1/3rd vesting at 21 July 2021,
- 1/3rd vesting at 21 July 2022,
- 1/3rd vesting at 21 July 2023.
The fair value of these Share Performance Rights are calculated using the closing price
of the quoted MSL ordinary share on day of grant.
Note 5
No Performance Hurdles are required apart from employment as at the vesting dates.
Allocation is split into thirds vesting over a three-year period:
- 1/3rd vesting at 30 June 2022,
- 1/3rd vesting at 30 June 2023,
- 1/3rd vesting at 30 June 2024.
The fair value of these Share Performance Rights are calculated using the closing price
of the quoted MSL ordinary share on day of grant.
Note 6
50% of the Performance rights have a vesting hurdle based on the achievement of
the Company's budget EBITDA for each year and subject to the 3 year vesting period below.
50% of the Performance rights have a vesting hurdle based on the CEO's recommendation
to the Company's Nomination and Remuneration Committee and subject to the 3 year vesting
period below.
Allocation is split into thirds vesting over a three-year period:
- 1/3rd vesting at 30 June 2022,
- 1/3rd vesting at 30 June 2023,
- 1/3rd vesting at 30 June 2024.
The fair value of these Share Performance Rights were calculated as follows:
Input
Assumed Grant Date (Date of calculation)
Contract Life (To determine Gross Remuneration Value)
Estimated Life (To determine Accounting Value)
Estimated Volatility (Standard Deviation – 12 months)
Estimated Dividend Yield
Estimated Risk Free Rate (3/5 year average bond rate)
Exercise Price (As advised)
Estimated Contract Life Value – Total and (per Right)
Estimated Accounting Value – Total and (per Right)
Assumption
30-Jun-21
3 years
3 years
80.26%
0%
0.14%
$0.00
$81,000 ($0.135)
$81,000 ($0.135)
Note 7
No Performance Hurdles are required apart from employment as at the vesting dates.
The Performance rights have a vesting hurdle based on the achievement of
the Company's budget EBITDA for each year and subject to the 3 year vesting period below.
- 1/3rd vesting at 30 June 2022,
- 1/3rd vesting at 30 June 2023,
- 1/3rd vesting at 30 June 2024.
The fair value of these Share Performance Rights were calculated as follows:
Input
Assumption
Assumed Grant Date (Date of calculation)
Contract Life (To determine Gross Remuneration Value)
Estimated Life (To determine Accounting Value)
Estimated Volatility (Standard Deviation – 12 months)
Estimated Dividend Yield
Estimated Risk Free Rate (3/5 year average bond rate)
Exercise Price (As advised)
Estimated Contract Life Value – Total and (per Right)
Estimated Accounting Value – Total and (per Right)
30-Jun-21
3 years
3 years
80.26%
0%
0.14%
$0.00
$270,000
($0.135)
$270,000
($0.135)
P a g e | 65
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
20. Remuneration of auditors
During the year the following fees were paid or payable for services provided by the auditor of the parent
entity, its related practices and non-related audit firms:
Audit and review of financial statements
Total remuneration for audit and other assurance
services
2021
$AUD
178,414
2020
$AUD
174,528
178,414
174,528
Total Remuneration Australia
178,414
174,528
Network firms
1. Audit and other assurance services
United Kingdom
Audit and review of financial statements
Total remuneration for audit and other assurance
services
Denmark
Audit and review of financial statements
Total remuneration for audit and other assurance
services
2021
$AUD
59,335
2020
$AUD
56,604
59,335
56,604
2021
$AUD
18,754
2020
$AUD
18,868
18,754
18,868
Total Remuneration of network firms
78,089
75,472
Grant Thornton were appointed as the company’s auditor for the FY20 year.
P a g e | 66
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
21. Earnings per share
a) Basic earnings per share
Total basic earnings per share attributable to the
ordinary equity
b) Diluted earnings per share
Total diluted earnings per share attributable to the
ordinary equity
c) Reconciliations of earnings used in calculating earnings per share
Basic earnings per share
Profit attributable to the ordinary equity holders of the
company used in calculating basic earnings per share:
From continuing operations
Diluted earnings per share
Profit attributable to the ordinary equity holders of the
company used in calculating diluted earnings per share
30 Jun 21
30 Jun 20
0.3
(5.6)
30 Jun 21
30 Jun 20
0.3
(5.6)
30 Jun 21
30 Jun 20
886
(16,402)
886
(16,402)
d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as
the denominator in calculating basic earnings per share
Adjustments for calculation of diluted earnings per
share:
- Options
- Share Performance Rights
Weighted average number of ordinary shares and
potential ordinary shares used as the denominator in
calculating diluted earnings per share
30 Jun 21
30 Jun 20
326,619,435
292,323,026
3,781,280
9,657,598
-
-
340,058,313
292,323,026
* Information concerning the classification of securities
Options and Share Performance Rights
During the prior year 5,998,112 options over ordinary shares and 5,040,000 share performance rights were not
included in the calculation of diluted earnings per share as they were anti-dilutive for the year-ended 30 June
2020.
P a g e | 67
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
22. Parent entity financial information
a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Retained losses
Reserves
Total Equity
Profit/(loss) for the year
Total comprehensive income for the year
Jun-21
A$'000
2,233
13,188
15,421
2,060
2,174
4,234
Jun-20
A$'000
540
13,610
14,150
264
-
264
66,686
(56,062)
563
65,938
(52,470)
418
11,187
13,886
(3,592)
(26,219)
(3,592)
(26,219)
b) Determining the parent entity financial information
The financial information for the parent entity has been prepared on the same basis as the consolidated
financial statements, except as set out below.
Investments in subsidiaries, associates and joint venture entities
i.
Investments in subsidiaries are accounted for at cost in the financial statements of MSL Solutions Limited.
ii.
Tax consolidation legislation
MSL Solutions Limited and its wholly owned Australian controlled entities have implemented the tax
consolidation legislation.
The head entity, MSL Solutions Limited, and the controlled entities in the tax consolidated group account for
tax on a consolidated basis.
MSL Solutions Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising
from unused tax losses and unused tax losses and unused tax credits assumed from controlled entities in the
tax consolidated group.
P a g e | 68
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
23. Summary of significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these consolidated
financial statements to the extent they have not already been disclosed in the other notes above. These
polices have been consistently applied to all the years presented, unless otherwise stated. The financial
statements are for the Group consisting of MSL Solutions Limited and its subsidiaries.
a) Corporate information
MSL Solutions Limited (the Company) is a for profit company limited by shares, incorporated and domiciled in
Australia, whose shares are privately owned. The principal activities of the Group during the financial year
were the investment in development, sale and support of software in the provision of integrated solutions for
membership organisations.
MSL Solutions Limited is a for-profit entity for the purposes of preparing these financial statements.
The financial statements are presented in the Australian currency.
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 Corporate
Act 2001, as appropriate for for-profit orientated entities. These financial statements also comply with
International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).
Historical cost convention
i.
Except for cash flow information, the financial statements have been prepared on and accruals basis and are
based on historical costs except where stated.
b) Going Concern assumption
Prima facie, the loss before tax of $443k for period and the net current liability of $2,594k as at 30 June 2021
are indicators that may cast doubt regarding the Group’s ability to continue as a Going Concern. However, the
cash flow forecasts indicate the Group will manage its operating cash flow requirements beyond 12 months
from the date of these financial statements. As with any forecasts there are uncertainties within the
assumptions required to meet the Group’s expectation, however, the Directors consider the revenue and
expense assumptions are achievable.
As at 30 June 2021, the Group had net cash of $5,427k and unused financing facilities of $1,154k. During the
year ending 30 June 2021, the Group achieved four consecutive quarters of positive operating cashflow
leading to the Australian Securities Exchange (ASX) relieving the company of the obligation to lodge any
further 4C quarterly cashflow reports. The net current liability of $2,594k includes $5,414k in deferred revenue
which has no future cash impact on the Group.
On the above basis, the Directors are of the view that the Group continues to be a going concern. The Group
will be able to pay its debts as and when they fall due for a period of at least 12 months from the date of this
report. The preparation of this financial report on a going concern basis is appropriate.
c) Principles of consolidation and equity accounting
Subsidiaries
i.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group (refer to
Note 3).
Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of
P a g e | 69
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated
statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance
sheet respectively.
ii.
Associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the entity but is not control or joint control of
these policies. Investments in associates are accounted for in the consolidated financial statements by
applying the equity method of accounting, whereby the investment is initially recognised at cost (including
transaction costs) and adjusted thereafter for post-acquisition change in the Group’s share of net assets of the
associate. In addition, the Group’s share of the profit or loss of the associate is recognised in the profit or loss
in the period in which the investment is acquired.
Profits and losses resulting from the transactions between the Group and the associate are eliminated to the
extent of the Groups interest in the associate.
When the Groups share of losses in an associate equals or exceeds its interest in the associate, the Group
discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or
mad payments on behalf of the associate, When the associate subsequently makes profits, the Group will
resume recognising its share of those profits once its share of the profits equals the share for the losses not
recognised.
iii.
Joint ventures
Interests in joint ventures are accounted for in the consolidated financial statements using the equity method.
Under the equity method of accounting, the Group's share of profits or losses of joint ventures are recognised
in consolidated profit or loss and the Group's share of the movements in other comprehensive income of joint
ventures are recognised in consolidated other comprehensive income. The cumulative movements are
adjusted against the carrying amount of the investment.
iv.
Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted
thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee in profit or
loss, and the Group’s share of movements in other comprehensive income of the investee in other
comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as
a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the
entity, including any other unsecured long-term receivables, the Group does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the
extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted
investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
d) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker.
The Board of Directors monitor the business have identified three reportable segments, based on the type of
customer serviced and products sold to those customer bases. Refer Note 2.
e) Foreign currency translation
Function and presentation currency
i.
The Group’s consolidated financial statements are presented in Australian dollars, which is also the parent
company’s functional currency. For each entity, the Group determines the functional currency and items
P a g e | 70
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
included in the financial statements of each entity are measured using functional currency. The consolidated
financial statements are presented in Australia dollar ($), which is MSL Solutions Limited functional and
presentation currency.
ii.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional
currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency
spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit and loss with the
exception of monetary items that are designated as part of the hedge of the Group’s net investment in a
foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the
cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences
on those monetary items are also recorded in Other Comprehensive Income (OCI).
Non-monetary items that are measured at historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined. The gain or
loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition
of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value
gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
iii.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at the
rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at
exchange rates averaged over the reporting period. The exchange differences arising on translation for
consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that
foreign operation is reclassified to profit or loss.
Any goodwill arising on the acquisitions of a foreign operation and any fair value adjustments to the carrying
amounts of assets or liabilities arising on the acquisition are treated as assets and liabilities of the foreign
operation and translated at the spot rate of exchange at the reporting date
f) Government subsidies in relation to COVID19
Government subsidies received from various government agencies in response to the COVID19 pandemic have
been recognised as a reduction against employment costs.
g)
Income tax
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred
tax expense (income).
Current income tax expense charged to profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities
(assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation
authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances
during the year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of profit or
loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also
result where amounts have been fully expensed but future tax deductions are available. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business combination,
where there is no effect on accounting or taxable profit or loss.
P a g e | 71
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting
date. Their measurement also reflects the manner in which management expects to recover or settle the
carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent
that it is probable that future taxable profit will be available against which the benefits of the deferred tax
asset can be utilised.
Current assets and liabilities are offset where a legally enforceable right of set off exists and it is intended that
net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.
Deferred tax assets and liabilities are offset where a legally enforceable right of set off exists, the deferred tax
assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities where it is intended that net settlement or simultaneous realisation and
settlement of the respective asset and liability will occur in future periods in which significant amounts of
deferred tax assets or liabilities are expected to be recovered or settled.
MSL Solutions Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated
group under the tax consolidation legislation. Each entity in the Group recognises its own current and deferred
tax assets and liabilities. Such taxes are measured using the 'standalone taxpayer' approach to allocation.
Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the
subsidiaries are immediately transferred to the parent entity.
The tax consolidated group has a tax funding arrangement whereby each company in the Group contributes to
the income tax payable by the Group in proportion to their contribution to the Group's taxable income.
Differences between the amounts of net tax assets and liabilities derecognised and
The net amounts recognised pursuant to the funding arrangement are recognised as either a contribution by,
or distribution to the parent entity.
Research and Development Tax Incentive
i.
Companies with the Group may be entitled to claim special tax deductions for investments in qualifying assets
or in relation to qualifying expenditure. At each reporting period, the Group accounts for such allowances as
tax credits. The benefit in excess of the Australian Corporate tax rate of 26% has been recognised as a
reduction to research and development expenses. A deferred tax asset is recognised for unclaimed tax credits
that are carried forward as deferred tax assets.
h) Leases
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at
cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments
made at or before the commencement date net of any lease incentives received, any initial direct costs
incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred
for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are amortised on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of
the leased asset at the end of the lease term, the amortisation is over its estimated useful life. Right-of use
assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at
the present value of the lease payments to be made over the term of the lease, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of
a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated
termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in
the period in which they are incurred.
P a g e | 72
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a
rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss
if the carrying amount of the right-of-use asset is fully written down.
i) Business Combinations
The acquisition method of accounting is used to account for all business combinations. Consideration is
measured at the fair value of the assets transferred, liabilities incurred, and equity interests issued by the
Group on acquisition date.
Consideration also includes the acquisition date fair values of any contingent consideration arrangements, any
pre-existing equity interests in the acquiree and share-based payment awards of the acquiree that are
required to be replaced in a business combination. The acquisition date is the date on which the Group obtains
control of the acquiree. Where equity instruments are issued as part of the consideration, the value of the
equity instruments is their published market price at the acquisition date unless, in rare circumstances it can
be demonstrated that the published price at acquisition date is not fair value and that other evidence and
valuation methods provide a more reliable measure of fair value. Contingent consideration classified as an
asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in
profit or loss, unless the change in value van be identified as existing at acquisition date.
Identifiable assets acquired and liabilities and contingent liabilities assumed in business combinations are, with
limited exceptions, initially measured at their fair values at acquisition date. Goodwill represents the excess of
the consideration transferred and the amount of the non-controlling interest in the acquiree over fair value of
the identifiable net assets acquired. If the consideration and non-controlling interest of the acquiree is less
than the fair value of the net identifiable assets acquired, the difference is recognised in profit or loss as a
bargain purchase price, but only after a reassessment of the identification and measurement of the net assets
acquired.
For each business combination, the Group measures non-controlling interests at either fair value or at the non-
controlling interest's proportionate share of the acquiree's identifiable.
Acquisition-related costs are expensed when incurred
Where the Group obtains control of a subsidiary that was previously accounted for as an equity accounted
investment in associate or joint venture, the Group remeasures its previously held equity interest in the
acquiree at its acquisition date fair value and the resulting gain or loss is recognised in profit or loss. Where the
Group obtains control of a subsidiary that was previously accounted for as an available-for-sale investment,
any balance on the available-for-sale reserve related to that investment is recognised in profit or loss as if the
Group had disposed directly of the previously held interest.
Where settlement of any part of the cash consideration is deferred, the amounts payable in future are
discounted to present value at the date of exchange using the Group's incremental borrowing rate as the
discount rate.
Contingent consideration is classified as equity or financial liabilities. Amounts classified as financial liabilities
are subsequently remeasured to fair value at the end of each reporting period, with changes in fair value
recognised in profit or loss.
Assets and liabilities from business combinations involving entities or businesses under common control are
accounted for at the carrying amounts recognised in the Group's controlling shareholder's consolidated
financial statements.
j)
Impairment of assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset may be
impaired. The assessment will include the consideration of external and internal sources of information,
including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-
acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the
recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in
P a g e | 73
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
use, to the asset’s carrying amount. An excess of the asset’s carrying amount is written off immediately to its
recoverable amount if the assets carrying amount if the assets carrying amount is greater than its recoverable
amount, unless the asset is carried at a revalued amount in accordance with another Standard (eg in
accordance with the revaluation model in AASB 116: Property, Plant and Equipment). An impairment loss or a
revalued asset is treated as a revaluation decrease in accordance with that other Standard.
Where it is not possible to estimate the recoverable amount of an individual asset the Group estimates the
recoverable amount of the cash generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible
assets not yet available for use.
k) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown
within short term borrowings in current liabilities on the balance sheet.
l)
Investments and other financial assets
Recognition and Initial Measurement
i.
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity
becomes a party to contractual provisions of the instruments. Trade date accounting is adopted for financial
assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the
related contractual rights or obligations exist. Subsequent to initial recognition these instruments are
measured as set out below.
ii.
Financial assets at fair value through profit and loss
A financial asset is classified at fair value through profit and loss when they are held for trading for the purpose
of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to
avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is
managed by key management personnel on a fair value basis in accordance with a documented risk
management or investment strategy. Realised and unrealised gains and losses arising from changes in fair
value are included in profit or loss in the period in which they arise.
Right-of-use assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVPL):
-
-
They are held within the business model whose objective is to hold the financial assets and collect its
contractual cash flows.
The contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method.
m) Property, plant and equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any
accumulated depreciation and impairment losses.
Plant and equipment
i.
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of
the recoverable amount from these assets. The recoverable amount is assessed based on the expected net
cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash
flows have been discounted to their present values in determining recoverable amounts
ii.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised leased assets is depreciated on a
diminishing value basis over their useful lives to the Group commencing from the time the asset is held ready
P a g e | 74
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease
or the estimated useful lives of the improvements.
iii.
Depreciation rates
Class of fixed asset and range of depreciation rates used:
Plant and Equipment
Furniture, Fixtures and Fittings
Leasehold Improvements
27% - 50%
20% - 30%
7.5% - 30%
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet
date.
n)
Intangible assets
Goodwill
i.
Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a
business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at
date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on
acquisition of associates is included in investment in associates. Goodwill is tested annually for impairment and
carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
ii.
Software
Software used in the business and that is not integral to the computer hardware owned by the Group, is
carried at cost less, where applicable, any accumulated depreciation and impairment losses. The depreciable
amount of software is depreciated on a straight-line basis at a rate between 10% and 40%.
Cost includes the direct costs of acquiring the software. Internal costs incurred in further developing the
software are expensed.
In previous financial years all research and development costs were expensed as incurred. As the Group
transitions to a SaaS based company, it will provide access to products via a SaaS platform over a prolonged
term meaning that, the technical feasibility of products can be established at an earlier phase through pre-
defined roadmaps. Costs that are directly associated with the development of this software are recognised as
an intangible asset when the following criteria are met:
a) The technical feasibility of completing the intangible asset is achieved so that it will be available for
use or sale;
b) The Company intends to complete the intangible asset and then use or sell it;
c) The Company is able to use or sell the intangible asset;
d) The Company knows how the intangible asset will generate probable economic benefits. Among other
things, the Company can demonstrate the existence of a market for the output of the intangible asset
or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
e) Adequate technical, financial and other resources are available to complete the development and to
use or sell the intangible asset; and
f) The Company can reliably measure the expenditure attributable to the intangible asset during its
development.
The relevant costs include personnel and other directly attributable costs incurred in the development of
software. Capitalised software development costs are recognised as an intangible asset and amortised over
their estimated useful lives, which is considered to be 60 months. Capitalised software development costs are
amortised from when the products to which they relate become available to use. Research costs are expensed
as incurred and are largely made up of employee labour which is included in research and development costs
in the statement of comprehensive income. Development costs previously recognised as expenses are not
recognised as assets in a subsequent period.
Amortisation of intangibles is included in the line ‘amortisation’ in the profit or loss.
P a g e | 75
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
iii.
Customer Contracts
Customer contracts recognised on acquisition are amortised on a straight-line basis over the life of the
contract, being between 3-15 years. Where a contract holds multiple extension periods, MSL Solutions
recognises these only to the extent where MSL Solutions has the control over whether the contract is
extended, and it is more than probable that the extension will be utilised.
Amortisation of customer contracts is included in the line ‘depreciation and amortisation’ in the profit or loss.
iv.
Amortisation
Refer to Note 8(b) for details about amortisation methods and periods used by the Group for intangible assets.
o) Trade and other payables
Trade and other payables represent the liabilities for goods and services received by the entity remain unpaid
at the end of the reporting period. The balance is recognised as a current liability with the amounts normally
paid within terms of payment as detailed on invoices received.
p) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measure at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in profit or loss over the period of the borrowings using the effect interest
method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the
extent that it is possible that some or all the facility will be drawn down. In this case, the fee is deferred until
the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will
be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period the
facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
Where terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to
extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is
measured as the difference between the carrying amount of the financial liability and the fair value of the
equity instruments issued.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting period.
q) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or
production or a qualifying asset are capitalised during the period of time that is required to complete and
prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial
period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other borrowing costs are expensed in the period in which they are incurred.
r) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result, and that outflow can be reliably
measured.
P a g e | 76
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
s) Employee benefits
Short-term employee benefit obligations
i.
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled wholly within 12 months after the end of the reporting period are recognised in other
liabilities in respect of employees' services rendered up to the end of the reporting period and are measured at
amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are
recognised when leave is taken and measured at the actual rates paid or payable.
ii.
Other long-term employee benefit obligations
Liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after
the end of the reporting period. They are recognised as part of the provision for employee benefits and
measured as the present value of expected future payments to be made in respect of services provided by
employees to the end of the reporting period using the projected unit credit method. Consideration is given to
expected future salaries and wages levels, experience of employee departures and periods of service.
Expected future payments are discounted using national government bond rates at the end of the reporting
period with terms to maturity and currency that match, as closely as possible, the estimated future cash
outflows.
iii.
Equity-settled compensation
The Group operates an employee share and option plan. Share-based payments to employees are measured at
the fair value of the instruments issued and amortised over the vesting period. Share-based payments to non-
employees are measured at the fair value of the instruments issued and are recorded at the date the goods or
services are received.
The corresponding amount is recorded to the option reserve. The fair value of options is determined using the
Black-Scholes and Monte Carlo simulation pricing models. The number of shares and options expected to vest
is reviewed and adjusted at the end of each reporting period such that the amount recognised for services
received as consideration for the equity instruments granted is based on the number of equity instruments
that eventually vest.
t) Contributed equity
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.
u) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at
the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the
reporting period.
v) Earnings per share
Basic earnings per share
i.
Basic earnings per share is calculated by dividing:
•
The profit attributable to owners of the Company, 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 year and excluding treasury shares.
ii.
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
P a g e | 77
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
•
The weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
w) Rounding
Amounts in the financial report and directors' report have been rounded off to the nearest thousand dollars,
unless otherwise stated.
x) Goods and Services Tax (GST) and Value Add Tax (VAT)
Revenues, expenses and assets are recognised net of the amount of GST and VAT, except where the amount of
GST and VAT incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST
and VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables are shown inclusive of GST.
Cash flows are presented in the statement of cashflow on a gross basis, except for the GST and VAT
component of investing and financing activities, which are disclosed as operating cash flows.
y) Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
P a g e | 78
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Directors Declaration
In the Directors’ opinion:
a)
the financial statements and notes set out on pages 26 to 78 are in accordance with the Corporations Act
2001, including:
i.
ii.
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements, and
giving a true and fair view of the consolidated Group’s financial position as at 30 June 2021 and of
its performance for the financial year ended on that date, and
b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable, and
c) at the date of this declaration, there are reasonable ground to believe that the members of the extended
closed group identified in Note 14(a) will be able to meet any obligation or liabilities.
Note 23 confirms that the financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
The directors have been given the declaration by the chief executive officer and chief financial officer required
by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Tony Toohey
Executive Director and Chairman
David Usasz
Director
Dated at Brisbane this 25th day of August 2021.
P a g e | 79
King George Central
Level 18, 145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T +61 7 3222 0200
F +61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of MSL Solutions Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of MSL Solutions Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss
and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows
for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies, and the Directors’ Declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year
ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition – Note 4
The Group recognises revenue across eight separate revenue
streams. The revenue recognition process and policies differ
for each stream depending on the nature of the products and
services provided to the customer in accordance with AASB
15 Revenue from Contracts with Customers. Estimation and
judgement are used regarding timing and amount of revenue
to be recognised.
We have determined that revenue is a key audit focus area
due to the material nature of the balance, the volume of
transactions and the importance of the revenue balance to the
current stakeholders.
Acquisition of SwiftPOS Pty Ltd – Note 3
The Group acquired 100% of the share capital of SwiftPOS
Pty Ltd on 17 November 2020.
Business combinations involve a level of judgement in
evaluating the Group’s purchase price allocation, including the
assessment of identifiable intangible assets arising on
acquisition in accordance with AASB 3 Business
Combinations.
Further, this acquisition also required judgements in
evaluating the Group’s estimate pertaining to the
measurement of deferred and contingent consideration
arrangements.
As a result, this area has been determined to be a key audit
matter.
Intangible assets impairment – Note 8 b)
The Group has $20.5m of intangible assets primarily
consisting of contacts, customer relationships and internally
and externally developed software. The Group also acquired
$3.6m of goodwill through the above acquisition in the current
period.
AASB 136 Impairment of Assets requires that an entity shall
assess at the end of each reporting period where there is any
indication that an asset may be impaired. Annual
assessments are also required when goodwill is held by the
Group.
This area is a key audit matter due to the inherent subjectivity
involved in Management’s judgements estimating the
recoverable amount as part of evaluating for impairment.
Our procedures included, amongst others:
Obtaining an understanding of the key processes and
controls used in recording revenue, and appropriately
documenting these in our workings;
Reviewing the recognition policies to ensure compliance
with accounting standards;
Analytically reviewing revenue values;
Sampling revenue transactions statistically and testing
whether revenue recognition is appropriate by agreeing
through to a sales contract or other support, assessing the
identification of performance obligations, and evaluating the
timing of revenue recognition; and
Evaluating the adequacy of related disclosures in the
financial report.
Our procedures included, amongst others:
Considering the legal documents and Management’s
position paper to obtain an understanding of the
transaction;
Assessing the acquisition against the criteria of a business
combination and the associated accounting treatment;
Assessing Management’s determination of the fair value of
the assets and liabilities acquired, including reviewing the
recognition and measure of separately identifiable
intangible assets;
Assessing the fair value of the purchase consideration
including reviewing the contingent consideration
arrangements and assessing Management’s judgements;
Testing the Group’s accounting for the transaction including
checking the mathematical accuracy of the calculations,
and associated journal entries; and
Evaluating the adequacy of the disclosures included in the
financial report.
Our procedures included, amongst others:
Obtaining Management’s impairment model;
Assessing the methodology used by Management against
the requirements of AASB 136;
Assessing Management’s determination of the Group’s
Cash Generating Units (CGUs) based on our
understanding of the business;
Evaluating the appropriateness of key assumptions and
inputs used in the calculations by obtaining corroborating
evidence;
Undertaking a sensitivity analysis on key inputs;
Testing the mathematical accuracy of the model; and
Evaluating the adequacy of the disclosures relating to
intangible assets in the financial report.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.pdf. This description forms part of
our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 11 to 22 of the Directors’ report for the year ended 30 June
2021.
In our opinion, the Remuneration Report of MSL Solutions Limited, for the year ended 30 June 2021 complies with
section 300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner – Audit & Assurance
Brisbane, 25 August 2021
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Shareholder information
The shareholder information set out below was applicable as at 12 August 2021.
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
Total Holders
32
42
65
312
270
721
Units
% Units
3,897
145,080
524,127
13,458,426
315,639,253
329,770,783
0.00
0.04
0.16
4.08
95.71
100.00
There were 44 holders of less than a marketable parcel of ordinary shares, totalling 25,883.
Equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
Ordinary Shares
%
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
PORTFOLIO SERVICES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HOLZRC PTY LTD
CCK WEALTH PTY LTD
LOVAT PTY LTD
THE DALY FT PTY LTD
WALLIS-MANCE PTY LIMITED
PORTFOLIO SERVICES PTY LTD
GAILFORCE MARKETING & PR PTY LIMITED
INDCORP CONSULTING GROUP PTY LIMITED
CHARLOTTE B PTY LTD
MORBRIDE PTY LTD
MR GRAHAME ERIC DAY
MS ELIZABETH W.A.C. VAN POPPEL
GLG HOLDINGS PTY LTD
POLDING PTY LTD
DOG FUNDS PTY LTD
ARK INTEGRATED RISK SOLUTIONS PTY LTD
52,855,271
24,183,220
13,333,333
12,971,156
12,663,684
10,498,271
8,754,131
6,206,044
5,784,725
5,475,750
5,212,419
4,400,000
4,000,000
4,000,000
3,506,312
3,506,311
3,428,571
3,333,333
3,190,000
3,096,622
190,399,153
16.03
7.33
4.04
3.93
3.84
3.18
2.65
1.88
1.75
1.66
1.58
1.33
1.21
1.21
1.06
1.06
1.04
1.01
0.97
0.94
57.74
P a g e | 83
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Restricted equity securities
The Company currently has 7,012,623 shares that are subject to escrow arrangements that were issued to the
vendors of SwiftPOS Pty Ltd as part consideration for the acquisition. One third of the shares will be released
on each anniversary commencing 17 November 2021.
Unquoted equity securities
There are two option holders with total accumulated holdings of 1,319,440 options over fully paid ordinary
shares.
There are 13,781,666 performance rights issued to various employees under the Company’s Performance
Rights Plan, which are subject to specified vesting conditions.
Substantial holders
Substantial holders in the Company are set out below:
Name
Ordinary Shares
%
1
2
3
4
5
MICROEQUITIES ASSET MANAGEMENT PTY LTD
FORAGER FUNDS MANAGEMENT PTY LTD
PORTFOLIO SERVICES PTY LIMITED
DAVID PENNER
DR RICHARD HOLZGREFE
Voting rights
25,961,423
24,726,794
18,809,083
17,455,584
16,790,364
7.87
7.50
5.70
5.29
5.09
The voting rights attaching to each class of equity securities are as follows:
• Ordinary shares: On a show of hands every member present at a meeting in person or by proxy shall
have one vote and upon a poll each share shall have one vote; and
• Options and Performance Rights: No voting rights.
Other information
There is currently no on-market buy-back of the Company’s securities.
The Company has used its cash (and assets in a form readily convertible to cash) that it had at the time of
listing in a way consistent with its stated business objectives.
P a g e | 84
MSL SOLUTIONS LIMITED and CONTROLLED ENTITIES
Annual financial report – 30 June 2021
ACN 120 815 778
Corporate Directory
Registered Address
MSL Solutions Limited
ACN 120 815 778
Level 1, 307 Queen Street
Brisbane, QLD 4000
Directors
Tony Toohey
Earl Eddings
Dr Richard Holzgrefe
David Trude
David Usasz
Chief Executive Officer
Patrick Howard
Company Secretary
Andrew Ritter
Assistant Company Secretary
David Marshall
Legal Advisor
Talbot Sayer Lawyers
ABN 93 168 129 075
Level 27, Riverside Centre
123 Eagle Street
Brisbane, QLD 4000
GPO Box 799, Brisbane QLD 4001
T: +61 7 3160 2900
Share Registry
Computershare
GPO Box 2975, Melbourne Vic 3001
T: 1300 552 270
F: +61 3 9473 2500
https://www-au.computershare.com/Investor
MSL Information Line
1800 679 701 (Within Australia)
+61 7 3512 3510 (Outside Australia)
http://www.mslsolutions.com
Auditor
Grant Thornton Audit Pty Ltd
ABN 91 130 913 594
King George Central
Level 18
145 Ann Street
Brisbane, QLD 4000
GPO Box 1008 Brisbane QLD 4001
T: +61 7 3222 0200
P a g e | 85