BidEnergy Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
BidEnergy Limited
94 131 445 335
For the year ended 30 June 2018
For the year ended 30 June 2017
2. Results for announcement to the market
$
Revenues from ordinary activities
up
55.1% to
4,066,742
Loss from ordinary activities after tax attributable to the owners of
BidEnergy Limited
down
37.1%
to
(4,517,631)
Loss for the year attributable to the owners of BidEnergy Limited
down
37.1% to
(4,517,631)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the Consolidated Entity after providing for income tax amounted to $4,517,631 (30 June 2017: $7,185,483).
The total cash and cash equivalents as at 30 June 2018 were $5,313,456 (30 June 2017: $3,568,969). The Consolidated
Entity generated a net operating cash outflow of $3,151,351 (June 2017: $5,177,212 outflow).
For further commentary on the financial results please refer to the attached annual report.
Reporting
Previous
period
Cents
period
Cents
0.63
0.65
3. Net tangible assets
Net tangible assets per ordinary security
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
BidEnergy Limited
Appendix 4E
Preliminary final report
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
BidEnergy Limited holds 100% ownership in two foreign entities, BidEnergy Ltd (UK) and BidEnergy Inc. (US). Both these
companies prepare their financial statements in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB).
10. Status of audit
The financial statements have been audited and an unqualified opinion has been issued.
11. Attachments
The Annual Report of BidEnergy Limited for the year ended 30 June 2018 is attached.
12. Signed
Signed ___________________________
Date: 29 August 2018
James Baillieu
Non-Executive Chairman
THE NEW
LANDSCAPE
OF ENERGY
INTELLIGENCE
BidEnergy Limited
ANNUAL REPORT 2018
CONTENTS
Chairman’s letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Managing Director’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Directors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Auditor’s independence declaration . . . . . . . . . . . . . . . . . . . . 20
Statement of profit or loss
and other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . 21
Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . 25
Directors’ declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Independent auditor’s report
to the members of BidEnergy Limited . . . . . . . . . . . . . . . . . 57
Shareholder information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
BidEnergy Limited | ANNUAL REPORT 2018
1
DEMAND FOR ENERGY
CONTINUES TO RISE CREATING
A CLEAR OPPORTUNITY FOR
OUR INDUSTRY.
BidEnergy offers a complete energy spend
management solution that combines intelligent
automation and industry expertise to help
multi-site businesses minimise cost while
maximising their control over the complex
energy spend category .
2
BidEnergy Limited | ANNUAL REPORT 2018
CHAIRMAN’S
LETTER
Dear Shareholders,
It is a pleasure to present to BidEnergy shareholders the
Company’s full year annual report covering the 12 months
ended 30 June 2018 (FY 2018), my first since being
appointed your Chairman.
FY 2018 was a defining year for our Company . BidEnergy significantly
expanded its presence in the global energy management market and
started to turn its aspirational dreams into reality, providing a service
at the forefront of machine learning and robotic process automation
(RPA) that adds real value to customers by putting them back in
control of their energy bills .
In addition to successfully entering the UK, BidEnergy dramatically
increased its enterprise subscription-based customers in the US,
Australia and New Zealand . This expansion of our global footprint is
occurring during a time that rising global energy prices are impacting
business profits and increased price volatility makes it more difficult
to manage those costs over the full energy spend lifecycle –
especially if customers have multiple sites in different jurisdictions .
Over FY 2018, BidEnergy’s revenue increased 55% to $4 .1 million .
At 30 June 2018, we had 53 bid subscription customers across
4 markets, and our meters under management stood at 21,518 .
The Managing Director’s report outlines additional key metrics
and operational highlights .
Your Board has ensured that BidEnergy is well placed at the forefront
of innovation as the ‘fourth revolution’ sweeping the world in machine
learning as RPA gains pace . We believe we’re the only company
globally offering an RPA solution in energy spend . As a result, we
are pioneering the ‘frictionless’ market by removing pain points for
customers and retailers alike and reducing market costs and restraints .
BidEnergy’s cloud-based platform simplifies the complex energy
spend management process by using automation, enabling organisations
to have complete control over their energy spend . BidEnergy RPA
automates the energy spend management process for multi-site
companies – from automatically capturing and validating invoices
and meter data to streamlining account and payment services .
BidEnergy finds the cheapest plan for each business using
sophisticated analytics, machine learning and reporting .
This is pertinent because the recent Australian Competition and
Consumer Commission (ACCC) inquiry into electricity supply
and prices highlighted a lack of transparency in the energy market,
particularly with discounts and tariffs . It believes: one in two businesses
are paying more for their electricity than they should; local energy
prices increased 55% in a decade; and Adelaide, Sydney and Melbourne
are all in the top 10 most expensive cities in the world for electricity .
co-founder Stuart Allinson stepped down from the Board . I would
like to thank Bob, Phil and Stuart for their expertise in helping get
BidEnergy to where it is today, which included the acquisition and
turnaround of rebate capture business RealWinWin .
As part of the business’ decision to refocus on the Australian and
New Zealand markets, former Executive Director of Foxtel, Guy
Maine, was appointed Managing Director in January . Guy brings
extensive experience building businesses and developing products
in challenger markets with lengthy stints at Singtel Optus and Virgin
Mobile . Australian co-founder Anthony Du Preez returned to the
business as Executive Director and Chief Technology Officer .
I would also like to thank the entire BidEnergy team for their tireless
dedication and commitment over FY 2018, and thank you, our
shareholders, for your support over the past 12 months .
We are entering an exciting period for our Company . BidEnergy
will continue to build momentum in existing markets and segments
as well as launch an offer into the SME and residential sectors, where
we bring the learnings from our leading Enterprise product to the
main street, offering everyone the opportunity to gain better
control of and reduce their energy costs .
Mr James Baillieu
Chairman
The ACCC inquiry has added to consumer awareness of rising
energy costs . Your Board believes BidEnergy is uniquely placed
to offer an innovative solution for large and small business, as well
as residential customers .
FY 2018 saw changes to BidEnergy’s Board and Management team .
In November, BidEnergy’s Chairman Robert Browning retired from
the Board, Phil Adams resigned as managing director and BidEnergy
“Over FY 2018, BidEnergy’s revenue
increased 55% to $4.1 million. At 30 June
2018, we had 53 bid subscription customers
across 4 markets, and our meters under
management stood at 21,518.”
BidEnergy Limited | ANNUAL REPORT 2018
3
MANAGING DIRECTOR’S
REPORT
Dear Shareholder,
I’m delighted to present my first Annual Report review to
you in my role as Managing Director of BidEnergy. A lot has
happened in a short space of time, and I’m very excited by
the opportunities we see for our Company.
REFINEMENTS REALISING IMMEDIATE BENEFITS
Since joining BidEnergy in January 2018, the Company has
undergone significant developments across all operations . We are
now more effectively leveraging our technical expertise, we have
refined our sales approach to introduce more proactive lead
generation, and, as result, substantially increased customers
across all markets in which we operate .
BidEnergy platform subscription fee revenue increased by
52% per cent during the 2018 financial year to $1 .9M million .
At 30 June BidEnergy platform Annualised Subscription
Fee Revenue* was $2 .5M – an increase of 57% on prior year .
RealWinWin Rebate capture revenue was $2 .1 million for the 2018
financial year, an increase of 62% in part due to the first full year
of RealWinWin results since it’s acquisition in November 2016 .
RealWinWin performed strongly contributing $0 .3million
of underlying EBITDA for the FY18 year . The Company as a
whole has achieved a compound annual revenue growth rate
(CAGR) of 120% over the last two years . The company achieved
this growth while simultaneously demonstrating fiscal discipline
in all operations, particularly in the second half of the year,
significantly reducing the “cash burn” by more than 50% from
$600,000 to under $300,000 per month . Based on current
plans and rate of growth, BidEnergy is on track to be cash
flow positive by December quarter 2019 .
KEY BUSINESS METRICS (30th June) (definitions page 6)
ANNUALISED GROUP
REVENUE
(BID & RWW)
$4.6M
ANNUALISED
RWW
REVENUE
$2.1M
ANNUALISED BID
SUBSCRIPTION
REVENUE
$2.5M
BID
SUBSCRIPTIONS
BID US/UK
SUBSCRIPTIONS
53
5
METERS
21,518
FTE
35
2 YEAR REV CAGR
120%
NET UPSELL
5%
CHURN
3%
4
BidEnergy Limited | ANNUAL REPORT 2018
MANAGING DIRECTOR’S
REPORT CONTINUED
REACHING SCALE WITH SUBSCRIPTIONS AND CONTRACTS
US – EXPANSION
BidEnergy continues to build traction in its main markets with more
than 53 enterprise customers of significant size and stature . As the
only Robotics Process Automation (RPA) player in energy spend
management, our cloud-based platform delivers information faster,
more accurately and at a fraction of the cost of traditional competitors .
Over the past year, we successfully won multiple contracts to
provide end-to-end energy spend lifecycle management for
enterprise customers in the USA, UK, New Zealand and Australia .
We are well-positioned to continue this growth by capitalising on
a strong pipeline of opportunities .
AUSTRALIA AND NEW ZEALAND – BUILDING MOMENTUM
BidEnergy has refocused its attention on the local market,
successfully building sales momentum to secure new subscription
customers including the Salvation Army, Singtel Optus, Property
NSW, the Australian Venue Company and the REA Group, and a
large transportation and logistics company with more than 200 sites .
The Australian energy market has been the subject of increased
scrutiny . The ACCC inquiry raising consumer and media awareness
of the complexities of the energy sector, by attributing rising energy
prices to reduced transparency, regulation and competition .
The review of sales and marketing operations locally has already
started to harness this interest delivering increased sales reach
through the development of agency relationships with key
individuals in Victoria, NSW and South Australia .
The US represents a significant growth opportunity for BidEnergy’s
energy spend management platform . We were recently awarded a major
contract by a large American retailer with a national presence of more
than 850 stores in 49 states . Leading global brand Berkshire Hathaway
has also been added to BidEnergy’s global portfolio in the past year .
In addition, existing Australian customers Toll and Cotton On are
extending their local use of BidEnergy’s RPA platform and procurement
expertise to include their US sites from September this year .
These recent contract wins provide BidEnergy with national coverage
in the US, allowing us to expand our RPA platform footprint with a
total market focus . To do this in the US, we will leverage the expertise
of the RealWinWin sales team in Philadelphia to target multi-site
enterprises as a natural extension to their energy saving initiatives
delivered through rebate capture .
UK – NEW MARKET ENTRY
BidEnergy is capitalising on international expansion opportunities
with a successful entry into the UK with existing RPA subscription
customer BP . The UK represents a large, sophisticated and
concentrated energy market five times larger than Australia’s, while
being structurally similar to Australia . The UK has a digitised energy
supply chain with electronic bills, readily available interval data and
more than 50 active energy retailers . BidEnergy recently appointed
a UK and Europe country manager, who has extensive experience
and contacts in the UK market and will be tasked with growing our
subscription customer base both in the UK and the larger but more
fragmented European market .
Map of USA – BidEnergy Active Data collection points July 1st 2018
BidEnergy Limited | ANNUAL REPORT 2018
5
BID BILLY – DEVELOPING A NEW PRODUCT FOR SMALL
BUSINESS AND CONSUMERS
In the second half of FY 2018, we worked on development of a
product based on BidEnergy RPA to broaden our customer target
market beyond multi-site and major corporate business to include
the vast SME and residential sectors .
A ‘BID Billy’ pilot was launched in August 2018 with the South
Australian Tourism Council (SATIC), offering South Australian
tourism businesses the ability to better manage their energy bills
and consumption . During FY19 the company will look to extend the
‘Bid Billy’ solution offering to the more than two million Australian
small businesses operating in some of the highest energy cost
markets in the world .
The BID Billy retail solution has multiple applications for the SME
industry and has already received global interest . Further, existing
customers of ours with extensive global franchise networks have
already indicated interest in pursuing Billy in other markets, as Billy
provides the first opportunity for them to assist their constituents
with professional energy spend management services . Looking
forward, BidEnergy will look to partner with high-profile consumer
brands to offer BID Billy to the residential market both in Australia
and internationally .
OUR PEOPLE
Since I joined in January, we have worked hard to create a culture
at BidEnergy that allows employees to more fully participate in the
Company’s journey and success .
In addition to refining and revitalising our approach to market, we
have implemented a reward and recognition program for employees .
This program has been an effective retention tool for the company,
particularly at a time of skill shortages in the RPA sector .
I am very proud of the way our team has refined processes and taken
on the challenges of preparing the company for the next stage of its
growth trajectory . The substantial progress BidEnergy has achieved
over financial year 2018 are a direct testament to the great team we
have and their focus on delivering truly transformative and disruptive
technology platform .
We are now in good shape to deliver real value to our staff, customers
and shareholders, and I am excited by the opportunities we see for
our Company in financial year 2019 and beyond .
Guy Maine
Managing Director
“A ‘BID Billy’ pilot was launched in
August 2018 with the South Australian
Tourism Council (SATIC), offering
South Australian tourism businesses
the ability to better manage their
energy bills and consumption”.
6
BidEnergy Limited | ANNUAL REPORT 2018
GM DEFINITIONS
Annualised BID Subscription Revenue – refer Bid Energy Platform Annualised Subscription Fee Revenue .
Annualised Group Revenue – the combination of Annualised BID Subscription Revenue and Annualised RWW Revenue .
Annualised RWW (RealWinWin) Revenue – US rebate capture management business revenue calculated with reference to 12 month rolling
historical figures . Revenue is project based .
BidEnergy Platform Annualised Subscription Fee Revenue – the annualised value of active energy spend management platform customer
contracts under management calculated by reference to the monthly fixed fee for BidEnergy’s services .
BID Subscriptions – Number of paying subscribers to BIDs Energy spend management platform .
Churn – Customer loss represented as the net revenue loss of any existing subscriber for the preceding six months .
FTE – Number of fulltime equivalent staff, not including contractors .
Meters – Number of energy, gas and water meters for BID paying subscribers .
Net Upsell – Calculated as the net revenue improvement of renewed contracts for fiscal 2019 .
Underlying EBITDA – Underlying EBITDA is a non-IFRS measure calculated as profit before income tax, and before depreciation and
amortisation, capitalised salaries, share based payments, reorganisation costs, Ameresco transaction costs, net finance costs and foreign
exchange as detailed in note 4 of the annual report .
FINANCIAL INFORMATION
CONTENTS
Chairman’s Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Managing Director’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Directors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Auditor’s independence declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Statement of profit or loss and other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Directors’ declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Independent auditor’s report to the members of BidEnergy Limited . . . . . . . . . . . . . . . . . . . . . .57
Shareholder information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
DIRECTORS’ REPORT
The Directors present their report, together with the financial
statements, on the consolidated entity (referred to hereafter as the
‘Consolidated Entity’) consisting of BidEnergy Limited (referred to
hereafter as the ‘Company’ or ‘parent entity’) and the entities it
controlled at the end of, or during, the year ended 30 June 2018 .
DIRECTORS
The following persons were Directors of BidEnergy Limited
during the financial year and up to the date of this report, unless
otherwise stated:
James Baillieu (Non-Executive Chairman) (appointed 1 June 2017
as Non-Executive Director, becoming Non-Executive Chairman
on 18 November 2017)
Guy Maine (Managing Director) (appointed 17 January 2018)
Anthony Du Preez (Executive Director) (appointed 18 November 2017
as Managing Director, becoming Executive Director and Chief
Technology Officer from 17 January 2018)
Leanne Graham (Non-Executive Director) (appointed 28 July 2016)
Andrew Dyer (Non-Executive Director) (appointed 16 July 2018)
Robert Browning (Non-Executive Chairman) (resigned
18 November 2017)
Phillip Adams (Managing Director) (resigned 18 November 2017)
Stuart Allinson (Executive Director) (resigned 17 November 2017)
PRINCIPAL ACTIVITIES
During the financial year the principal continuing activities of the
Consolidated Entity consisted of carrying on its business as a provider
of energy spend management services through the deployment of
its cloud-based software platform .
BidEnergy Limited | ANNUAL REPORT 2018
7
Total Underlying EBITDA*, which excludes certain non-cash and
non-operating items, for the FY18 year improved to a loss of $3 .9M
(FY17: $6 .4M loss) . RealWinWin contributed $0 .3M of underlying
EBITDA, whilst BID US contributed a loss of $0 .6M driven by BID
dedicated resources that were in place for the first half of FY18 . The
beginning of FY19 has seen the further evolvement of the companies
US operation . The RealWinWin team has demonstrated success in
sales and support of the BidEnergy platform to US customers using
their intimate knowledge of the US energy industry . As such for FY19
the company will be reporting its US operations as one segment as
the company utilises the RealWinWin teams energy domain expertise
in capturing revenue from both BidEnergy platform sales and
rebate management . A reconciliation of Underlying EBITDA
to the net profit of the BidEnergy Group is included in Note 4
to the financial statements .
Non-operating costs included in statutory profit for the year included
$458,612 of reorganisation costs, and $665,821 of costs relating
to the planned Ameresco Asset Purchase including a one off break
fee of $357,127 . Dedicated BID US resources and restructuring
contributed a total of $1 .4M of the $4 .5M statutory loss for the FY18
year of which the company carries no costs into the FY19 year .
BidEnergy subscription
fee revenue
Rebate capture revenue
(RWW)
BidEnergy non-
subscription revenue
Total Revenue
Underlying EBITDA
FY18 $’000
FY17 $’000
1,908
2,100
58
4,067
(3,900)
(4,517)
1,258
1,298
65
2,621
(6,408)
(7,185)
DIVIDENDS
There were no dividends paid, recommended or declared during
the current or previous financial year .
Statutory net profit after tax
FINANCIAL POSITION
REVIEW OF OPERATIONS
During year end 30 June 2018 BidEnergy completed a management
and organisational restructure including the appointment of Managing
Director Mr Guy Maine on 17 January 2018 . Mr Maine has extensive
experience developing markets for new technology and has been
instrumental in new product development and improved sales velocity
of the BidEnergy platform . Under Mr Maine’s leadership the company
has achieved its improved sales momentum whilst demonstrating
fiscal discipline, achieving its January 17 announced target average
cash burn of under $300,000 per month in the last half of the
2018 financial year .
BidEnergy operating revenue grew to $4 .1M in FY18 (FY17: $2 .6M)
– a 55% increase on the prior year . Driving this result was an increase
in BidEnergy energy spend management platform subscription fee
revenue to $1 .9M (52% increase) as well as a full year of rebate
capture revenue from US energy rebate management business
RealWinWin amounting to $2 .1M (FY:17 $1 .3M) . RealWinWin
was acquired on 27 November 2016 .
In August 2017 the company completed a 1:1 non-renounceable
entitlement offer that raised $6 .7M (before costs) . Cash at
30 June 2018 was $5 .3M (June 2017: $3 .6M) .
The company had negative cash flows from operating activities for
the period of $3 .2M (FY17: 5 .2M) . Net assets increased by $2M
to $6 .5M . The increase in net assets was mostly due to completion
of the aforementioned rights issue during the year, offset by capital
raising, restructure, Ameresco asset purchase agreement related
costs and the operating net loss for the period .
*
Underlying EBITDA is a non-IFRS measure calculated as profit before
income tax, and before depreciation and amortisation, capitalised
salaries, share based payments, reorganisation costs, Ameresco
transaction costs, net finance costs and foreign exchange as detailed
in note 4 of the financial report .
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the
Consolidated Entity during the financial year .
8
BidEnergy Limited | ANNUAL REPORT 2018
DIRECTORS’ REPORT CONTINUED
MATTERS SUBSEQUENT TO THE END OF THE
FINANCIAL YEAR
On 12 July 2018, BidEnergy announced the August 2018 launch
date of its new SaaS product “Bid Billy” targeting the SME market
prior to a full residential rollout .
On 20 July 2018, the Consolidated Entity issued 15,301,277
Class E Performance Rights (Rights) to certain eligible employee
participants . The Rights will vest and become exercisable into one
fully paid ordinary share for nil cash consideration at the election
of the holder on or after 20 July 2019 . The rights have an expiry
date of 20 October 2019, provided the holder remains engaged
by the Company as a director, officer, employee or consultant up
until the vesting Date .
On 20 July 2018, the Consolidated Entity announced that it had
cancelled 191,229 Class A Performance Rights ($0 .125, 1 July 2020)
held by former employees of the Company, in accordance with the
terms and conditions of the Company’s Performance Rights Plan
under which they were originally issued .
On 15 August 2018 the Consolidated Entity announced the launch
of a pilot program for “BID Billy” in conjunction with the South
Australian Tourism Industry Council . The pilot will offer small to
medium South Australian tourism businesses the ability to better
manage their energy bills and consumption .
No other matter or circumstance has arisen since 30 June 2018
that has significantly affected, or may significantly affect the
Consolidated Entity’s operations, the results of those operations,
or the Consolidated Entity’s state of affairs in future financial years .
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
OF OPERATIONS
BidEnergy will continue to focus on growing its customer base to
provide energy spend management services . Growth will be targeted
in continued Australian, New Zealand, US and UK expansion,
upselling existing platform services, and cross selling the BidEnergy
platform to RealWinWin customers . BidEnergy launched a pilot of
its new SME and residential product in August 2018 and expects
to fully release this product during the year . BidEnergy will continue
to pursue new channel partners through which to distribute the
BidEnergy platform .
ENVIRONMENTAL REGULATION
The Consolidated Entity is not subject to any significant
environmental regulation under Australian Commonwealth
or State law .
INFORMATION ON DIRECTORS
Name: James Baillieu
Title: Non-Executive Chairman (appointed 1 June 2017 as
Non-Executive Director, becoming Non-Executive Chairman
on 18 November 2017)
Qualifications: LLB and BA
Experience and expertise: Mr Baillieu is an investor in and consultant
to early stage technology businesses . He was an early investor in and
consultant to Aconex (ACX) and later assumed the role as SVP of
Business Development at Aconex . Prior to this, he spent more than
seven years as a consultant with McKinsey & Co assisting businesses
in Australia and internationally with strategy and operational
improvement . He is a lawyer who practised in commercial law
with Mallesons Stephen Jaques in the 1990s . He has an LLB
(First Class Honours) and BA from the University of Melbourne .
Other current directorships: Nil
Former directorships (last 3 years): Nil
Interests in shares: 64,209,805 fully paid ordinary shares
Interests in options: Nil
Interests in rights: Nil
Name: Guy Maine
Title: Managing Director (appointed 17 January 2018)
Experience and expertise: Mr Maine has extensive experience
building businesses and developing markets for new technology
products for leading Australian service providers having held integral
executive roles at SingTel Optus, Virgin Mobile, and FOXTEL,
including General Management, Director of Sales and Executive
Director, respectively .
Mr Maine was responsible for the launch of Optus prepaid mobile
phones in Australia, as well as securing new distribution channels
and driving retail strategy . As Director of Sales for Virgin Mobile,
Mr Maine worked with a focused team to launch the challenger brand
in 2000 to profitability, before joining FOXTEL in 2003 as Director
of Sales . At FOXTEL Mr Maine worked with the core executive
team and an internationally credentialed Board on its consumer
challenge to convert to digital and heighten consumer growth,
and later became an Executive Director of the company .
Other current directorships: Nil
Former directorships (last 3 years): Nil
Interests in shares: 545,445 fully paid ordinary shares
Interests in options: 15,000,000 unlisted options
Interests in rights: Nil
BidEnergy Limited | ANNUAL REPORT 2018
9
Name: Anthony Du Preez
Title: Executive Director and CTO (appointed 18 November 2017
as Managing Director, becoming Executive Director and Chief
Technology Officer from 17 January 2018)
Name: Andrew Dyer
Title: Non-Executive Director (appointed 16 July 2018)
Qualifications: B .Eng, MBA
Executive Director and CTO (appointed 1 July 2016,
resigned 1 May 2017)
Experience and expertise: Mr Du Preez is an experienced entrepreneur
having founded and built a number of globally scalable technology
companies, including www .adslot .com (ASX:ADJ), www .bidenergy .com,
www .tradeslot .com and www .carbonnavigator .com . Anthony has a
first class honours systems engineering degree and an MBA from
the Melbourne Business School .
Other current directorships: Nil
Former directorships: (last 3 years): Nil
Interests in shares: 46,469,049 fully paid ordinary shares
Interests in options: Nil
Interests in rights: Nil
Name: Leanne Graham
Title: Non-Executive Director
Experience and expertise: Ms Graham is one of New Zealand’s
few female IT entrepreneur’s with over 30 years’ experience at the
highest levels in the software sector . She has built a name for herself
by enabling multiple cloud, mobility and SaaS companies to maximise
their global go to market opportunities . Leanne holds a number of
directorships on both public and private companies in Australia and
New Zealand as well as sits on a number of advisory boards globally .
She was the General Manager of Sales at Xero and was the architect
of their global sales strategy around ‘recruit, educate and grow’; a key
channel strategy used to build Xero’s customer base in New Zealand,
Australia, United Kingdom and the United States . Through her
strategic investment company Cloud Rainmakers Ltd, she assists
technology companies to identify how they can develop strategic
partnerships and disrupt an industry to become export successes .
Other current directorships: Non-Executive Chairperson of Velpic
Limited (ASX: VPC)
Former directorships: (last 3 years): Non-Executive Director
of GeoOp Limited (NZX: GEO) (resigned on 27 May 2016)
Interests in shares: 1,100,000 fully paid ordinary shares
Interests in options: 500,000 unlisted options
Interests in rights: Nil
Experience and expertise: Mr Dyer’s career includes extensive
experience in sales and operational roles across a range of industries
including information technology, energy, telecommunications and
professional services . He has held senior executive and operational
positions in Australia and the United States, including roles at IBM,
SMS Management & Technology, Indus International and Florida
Power & Light Group .
Mr Dyer has considerable experience in government, government
relations and international trade . He is the former Commissioner to
the Americas for the Victorian government, and currently serves as
the National Wind Farm Commissioner for the Federal government,
reporting to the Australian Parliament .
In addition to his professional and executive career, Mr Dyer has
extensive governance experience as a chairman and non-executive
director . He has served as chair and director of numerous private
and public sector organisations – spanning a wide range of sectors
including energy, utilities, telecommunications, insurance, health,
education, arts, retail and wholesale distribution .
Mr Dyer is a Professorial Fellow at Monash University, holds a Bachelor
of Engineering with first class honours from Monash University,
and an MBA from Georgetown University in Washington DC .
He is a member of the Australian Institute of Company Directors .
Other current directorships: Nil
Former directorships (last 3 years): Nil
Interests in shares: Nil
Interests in options: Nil
Interests in rights: Nil
Name: Robert Browning
Title: Non-Executive Chairman (resigned 18 November 2017)
Experience and expertise: A seasoned leader with over 30 years
of experience in a variety of industries including consumer products,
utilities, shipbuilding and financial technology . Mr Browning was
Managing Director of Alinta Ltd from February 2001 through
January 2017, Managing Director of Austal Limited from July 2008
through November 2010 and Managing Director of EML Payments
Limited from July 2011 through January 2012 . He has held chairman
and/or directorship of Alinta Limited, Austal Limited and EML
Payments Limited . Mr Browning holds a BS from San Diego State
University, an MBA from the University of Phoenix and an MS from
Massachusetts Institute of Technology .
Other current directorships: Nil
Former directorships (last 3 years): Non-Executive Director of EML
Payments Limited (ASX: EML) (resigned on 20 February 2018)
Interests in shares: 8,999,288 fully paid ordinary shares on the date
of resignation
Interests in options: Nil
Interests in rights: Nil
10
BidEnergy Limited | ANNUAL REPORT 2018
DIRECTORS’ REPORT CONTINUED
COMPANY SECRETARY
Miss Erlyn Dale
Miss Dale has a broad range of experience in company administration
and corporate governance and holds positions of non-executive
director and/or company secretary for a number of ASX listed public
companies across a range of industries .
Miss Dale has completed a Bachelor of Commerce (Accounting
and Finance) and a Graduate Diploma of Applied Corporate
Governance and is an Associate Member of both the Institute
of Chartered Secretaries and Administrators and the Governance
Institute of Australia .
MEETINGS OF DIRECTORS
The number of meetings of the Company’s Board of Directors
(‘the Board’) held during the year ended 30 June 2018, and the
number of meetings attended by each Director were:
Full Board
Attended
Held
James Baillieu
Guy Maine*
Anthony Du Preez**
Leanne Graham
Andrew Dyer***
Robert Browning****
Phillip Adams****
Stuart Allinson*****
20
8
8
21
–
12
10
6
21
8
9
21
–
12
11
9
Held: represents the number of meetings held during the time the
Director held office .
Guy Maine (appointed 17 January 2018) .
*
** Anthony Du Preez (appointed 18 November 2017 as Managing
Director, becoming Executive Director and Chief Technology Officer
from 17 January 2018) .
*** Andrew Dyer (appointed 16 July 2018) .
**** Robert Browning and Phillip Adams resigned on 18 November 2017 .
***** Stuart Allinson (resigned on 17 November 2017) .
Name: Phillip Adams
Title: Managing Director (resigned 18 November 2017)
Experience and expertise: Mr Adams leadership in energy
management dates back to the early 2000s when he guided
World Energy Solutions to leverage the convergence of electricity
deregulation and B2B ecommerce and establish itself as the
online-auction leader . Over his 13-year tenure at the company, first
as COO, then President, CEO and Board Member, he helped take
the company public in 2006; managed the Regional Greenhouse
Gas Initiative (RGGI) contract, running auctions for the U .S .’s first
carbon cap and trade program; grew the company organically and
through several acquisitions; and led its successful exit in 2015
through an acquisition by EnerNOC .
Prior to World Energy, Mr Adams held senior executive roles in sales,
marketing and product management at several major software and
Internet companies . He also spent four years in strategy consulting
at Corporate Decisions (now Oliver Wyman) . Phil holds a B .A . in
Economics from Williams College and an M .S . from MIT’s Sloan
School of Management .
Other current directorships: Nil
Former directorships (last 3 years): Nil
Interests in shares: Nil
Interests in options: Nil
Interests in rights: Nil
Name: Clive Stuart Allinson
Title: Executive Director (resigned 17 November 2017)
Experience and expertise: Mr Allinson has a broad energy and
utilities background, having held various positions in production,
wholesale, distribution, retail and regulatory affairs . He has consulted
to governments, market participants and large business users in the
areas of strategy, policy, process, controls, regulation, compliance,
process improvement and business transformation .
Other current directorships: Nil
Former directorships (last 3 years): Nil
Interests in shares: 19,634,809 fully paid ordinary shares as at the
date of resignation
Interests in options: N/A
Interests in rights: 182,709 performance rights as at the date
of resignation
‘Other current directorships’ quoted above are current directorships
for listed entities only and excludes directorships of all other types
of entities, unless otherwise stated .
‘Former directorships (last 3 years)’ quoted above are directorships
held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated .
BidEnergy Limited | ANNUAL REPORT 2018
11
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel
remuneration arrangements for the Consolidated Entity, in
accordance with the requirements of the Corporations Act 2001
and its Regulations .
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the activities of
the entity, directly or indirectly, including all directors .
The remuneration report is set out under the following main headings:
• Principles used to determine the nature and amount
of remuneration
• Details of remuneration
• Service agreements
• Share-based compensation
• Additional information
• Additional disclosures relating to key management personnel
Principles used to determine the nature and amount
of remuneration
The objective of the Consolidated Entity’s executive reward
framework is to ensure reward for performance is competitive and
appropriate for the results delivered . The framework aligns executive
reward with the achievement of strategic objectives and the creation
of value for shareholders, and it is considered to conform to the
market best practice for the delivery of reward . The Board of
Directors (‘the Board’) ensures that executive reward satisfies
the following key criteria for good reward governance practices:
• competitiveness and reasonableness
• acceptability to shareholders
• performance linkage / alignment of executive compensation
• transparency
The Board is responsible for determining and reviewing remuneration
arrangements for its directors and executives . The performance of
the Consolidated Entity depends on the quality of its directors and
executives . The remuneration philosophy is to attract, motivate and
retain high performance and high quality personnel .
The reward framework is designed to align executive reward to
shareholders’ interests . The Board have considered that it should
seek to enhance shareholders’ interests by:
• having economic profit as a core component of plan design
• focusing on sustained growth in shareholder wealth, consisting
of dividends and growth in share price, and delivering constant
or increasing return on assets as well as focusing the executive
on key non-financial drivers of value
• attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance
executives’ interests by:
• rewarding capability and experience
• reflecting competitive reward for contribution to growth
in shareholder wealth
• providing a clear structure for earning rewards
In accordance with best practice corporate governance, the
structure of non-executive director and executive director
remuneration is separate .
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands
and responsibilities of their role . Non-executive directors’ fees and
payments are reviewed annually by the Board . The Board may,
from time to time, receive advice from independent remuneration
consultants to ensure non-executive directors’ fees and payments
are appropriate and in line with the market . The chairman’s fees
are determined independently to the fees of other non-executive
directors based on comparative roles in the external market .
The chairman is not present at any discussions relating to the
determination of his own remuneration .
Shareholders approve the maximum aggregate remuneration
for non-executive directors . The Board recommends the actual
payments to directors and the Board is responsible for ratifying
any recommendations, if appropriate . ASX listing rules require the
aggregate non-executive directors remuneration be determined
periodically by a general meeting . The aggregate approved
remuneration for non-executive directors is $500,000 .
Executive remuneration
The Consolidated Entity aims to reward executives based on their
position and responsibility, with a level and mix of remuneration
which has both fixed and variable components .
The executive remuneration and reward framework has
four components:
• base pay and non-monetary benefits
• short-term performance incentives
• share-based payments
• other remuneration such as superannuation and long service leave
The combination of these comprises the executive’s
total remuneration .
Fixed remuneration, consisting of base salary, superannuation and
non-monetary benefits, are reviewed annually by the Board based
on individual and business unit performance, the overall performance
of the Consolidated Entity and comparable market remunerations .
Executives may receive their fixed remuneration in the form of cash
or other fringe benefits (for example motor vehicle benefits) where
it does not create any additional costs to the Consolidated Entity
and provides additional value to the executive .
The short-term incentives (‘STI’) program is designed to align
the targets of the business units with the performance hurdles
of executives . STI payments are granted to executives based on
specific annual targets and key performance indicators (‘KPI’s’)
being achieved . KPI’s include profit contribution, customer
satisfaction, leadership contribution and product management .
12
BidEnergy Limited | ANNUAL REPORT 2018
DIRECTORS’ REPORT CONTINUED
The long-term incentives (‘LTI’) include long service leave and
share-based payments . The Board reviewed the long-term
equity-linked performance incentives specifically for executives
during the year ended 30 June 2018 .
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the
performance of the Consolidated Entity . A portion of cash bonus
and incentive payments are dependent on defined financial targets
being met . The remaining portion of the cash bonus and incentive
payments are at the discretion of the Board .
The Board is of the opinion that the continued improved results
can be attributed in part to the adoption of performance based
compensation and is satisfied that this improvement will continue
to increase shareholder wealth if maintained over the coming years .
An agreed set of protocols were put in place to ensure that the
remuneration recommendations would be free from undue influence
from key management personnel . These protocols include requiring
that any engaged remuneration consultant not communicate with
affected key management personnel without a member of the Board
being present, and that the consultant not provide any information
relating to the outcome of the engagement with the affected key
management personnel . The Board is also required to make inquiries
of the consultant’s processes at the conclusion of the engagement to
ensure that they are satisfied that any recommendations made have
been free from undue influence . The Board is satisfied that these
protocols were followed and as such there was no undue influence .
Voting and comments made at the Company’s 2017 Annual
General Meeting (‘AGM’)
At the 2017 Annual General Meeting of shareholders held on
20 November 2017, 90 .24% of the votes received supported
the adoption of the remuneration report for the year ended
30 June 2017 . The Company did not receive any specific
feedback at the AGM regarding its remuneration practices .
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Consolidated Entity are set out in the following tables .
Short-term benefits
Cash
bonus
$
Non-
monetary
$
Severance
$
Post-
employment
benefits
Super-
annuation
$
Share-based
payments
Equity-
settled
$
Total
$
2018
Directors:
James Baillieu
Leanne Graham
Anthony Du Preez
Cash salary
and fees
$
45,662
50,000
123,485
–
–
–
–
–
–
–
–
–
Phillip Adams**
201,681
61,766
756
184,263
Robert Browning**
Guy Maine*
Stuart Allinson***
24,456
114,186
69,000
Other Key Management Personnel:
Matthew Watson
190,000
–
–
–
–
–
–
–
–
–
–
–
–
4,338
–
50,000
–
2,558
11,731
–
2,323
–
–
–
52,558
135,216
448,466
26,779
10,848
39,857
164,891
6,555
812
76,367
18,050
–
208,050
818,470
61,766
756
184,263
53,845
43,227
1,162,327
Guy Maine was appointed Managing Director 17 January 2018 .
*
** Robert Browning and Phillip Adams resigned as Directors on 18 November 2017 .
*** Stuart Allinson resigned as a Director on 17 November 2017 .
BidEnergy Limited | ANNUAL REPORT 2018
13
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
and fees
$
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Long service
leave
$
Equity-
settled
$
Total
$
2017
Directors:
Robert Browning
Stuart Allinson*
Anthony Du Preez**
Leanne Graham***
Phillip Adams(i)
James Baillieu****
Erlyn Dale*****
Winton Willesee*****
Marcus Gracey*****
63,600
180,000
201,986
45,833
76,221
3,805
–
–
–
–
–
–
–
–
–
–
–
7,144
7,263
–
–
–
–
–
–
–
–
5,567
17,100
18,525
–
–
361
–
–
–
–
Other Key Management Personnel:
Phillip Adams(i)
314,583
91,389
33,397
Matthew Watson
138,724
–
–
13,179
1,024,752
98,533
40,660
54,732
–
–
–
–
–
–
–
–
–
–
–
–
–
69,167
1,948
199,048
–
220,511
1,492
47,325
–
–
–
–
–
90,628
4,166
–
–
–
347,210
786,579
3,848
155,751
354,498
1,573,175
*
Stuart Allinson was the Managing Director of BidEnergy Limited between 1 July 2016 and 1 May 2017 . He resigned from the Management Director
position and subsequently appointed as Executive Director of the Board on 1 May 2017 .
** Anthony Du Preez was the Executive Director of BidEnergy Limited between 1 July 2016 and 1 May 2017 . He resigned from the Board on 1 May 2017 .
*** Leanne Graham was appointed on 28 July 2016 .
**** James Baillieu was appointed on 1 June 2017 .
***** Erlyn Dale, Winton Willesee and Marcus Gracey resigned as Directors on 1 July 2016 . No remuneration was paid during 2017 financial year .
(i) Phillip Adams was the CEO of BidEnergy Inc . between 1 July 2016 and 30 April 2017 . His remuneration during this period has been disclosed in the
“Other Key Management Personnel” section above . He was promoted to the position of Managing Director of the Consolidated Entity on 1 May 2017,
while maintaining his position as the CEO of BidEnergy Inc . His remuneration between 1 May 2017 and 30 June 2017 has been disclosed under “Director”
section . 8,636,409 performance rights that were held by Mr Adams were cancelled on 5 June 2017 . The total share based payment expensed up to that
date was $85,299 . The previous performance rights were deemed cancelled and the remaining fair value ($261,911) was expensed immediately in the
statement of profit or loss and other comprehensive income, in accordance with AASB 2 .
14
BidEnergy Limited | ANNUAL REPORT 2018
DIRECTORS’ REPORT CONTINUED
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements . Details of these
agreements are as follows:
Name:
Title:
Guy Maine
Managing Director of BidEnergy Limited
Agreement commenced:
17 January 2018
Term of agreement:
Ongoing
Details:
Mr Maine will be paid a base salary of $250,000 per annum .
Mr Maine is also entitled to an equity package of up to 15 million options, each with an exercise price
of 2 cents and an expiry date of four years from the date of issue . The options will vest monthly over
three years, following completion of an initial probationary period of six months .
Subject to any applicable regulatory approvals, Mr Maine may receive annual performance-based bonuses
over and above the Base Salary up to $100,000 per annum, upon the achievement of value accretive
objectives to be formally defined by the Board at the beginning of each fiscal year .
The employment agreement between the Company and Mr Maine can be terminated as follows:
a)
b)
If terminated during the initial six month probation period, by either party giving 1 months’ notice;
If terminated following completion of the probationary period, by either party giving 3 months’ notice .
Name:
Title:
Matthew Watson
Chief Financial Officer
Agreement commenced:
10 October 2016
Term of agreement:
Mr Watson is entitled to be paid a salary of AUD$198,500 per annum plus superannuation, payable
in bi-weekly instalments . He is also entitled to an annual performance bonus of up to $25,000 subject
to the achievement of defined performance targets which are set on annual basis . The Company may
terminate the employment agreement by providing Mr Watson with 12 weeks written notice, whilst
Mr Watson may resign on giving one month notice .
Name:
Title:
Anthony Du Preez
Chief Technology Officer and Executive Director
Agreement commenced:
18 November 2017
Term of agreement:
Mr Du Preez is entitled to be paid a salary of AUD$200,000 per annum plus superannuation . He is
also entitled to an annual performance bonus of up to $50,000 subject to the achievement of defined
performance targets which are set on annual basis . Either party may terminate the employment by
providing the other party with one (1) months written notice .
Key management personnel have no entitlement to termination payments in the event of removal for misconduct .
BidEnergy Limited | ANNUAL REPORT 2018
15
Share-based compensation
Issue of shares
There were no shares issued to Directors and other key management personnel as part of compensation during the year ended 30 June 2018 .
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other key management
personnel in this financial year or future reporting years are as follows:
Name
Guy Maine
Number of
options granted
Grant date
Expiry date
Exercise price
Fair value
per option at
grant date
15,000,000
17 January 2018 16 January 2022
$0 .02
$0 .008
Options granted carry no dividend or voting rights .
Except for the above, there were no options over ordinary shares granted to or vested by Directors and other key management personnel
as part of compensation during the year ended 30 June 2018 .
Performance rights
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of Directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
Stuart Allinson*
Anthony Du Preez**
Matthew Watson
Number of
rights granted
Grant date
Expiry date
Exercise price
182,709
1 July 2016
1 July 2019
212,706
1 July 2016
1 July 2019
1,254,027
20 July 2018 20 October 2019
$0 .12
$0 .12
–
*
**
Stuart Allinson resigned as a Director on 17 November 2018 . The balance represents vested performance rights on the date of resignation .
The balance represents performance rights issued during 2017 financial year that has been forfeited following his resignation on 1 May 2017 .
Performance rights granted carry no dividend or voting rights .
Additional information
The earnings of the Consolidated Entity for the three years to 30 June 2018 are summarised below:
Revenue
Net loss before tax
Net loss after tax
2018
$
2017
$
2016
$
4,464,293
2,999,867
1,248,181
(4,527,522)
(7,378,001)
(3,302,777)
(4,517,631)
(7,185,483)
(3,302,777)
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at financial year start ($)
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
2018
0 .02
0 .05
(0 .66)
(0 .66)
2017
0 .10
0 .02
(2 .21)
(2 .21)
2016
0 .11
0 .10
(1 .02)
(1 .02)
The table only discloses information for the three years to 30 June 2018 instead of five years as the information prior 2015 is not relevant
pre-acquisition .
16
BidEnergy Limited | ANNUAL REPORT 2018
DIRECTORS’ REPORT CONTINUED
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management personnel
of the Consolidated Entity, including their personally related parties, is set out below:
Ordinary shares
Robert Browning*
Anthony Du Preez**
James Baillieu
Leanne Graham
Stuart Allinson*
Guy Maine
Balance at the
start of the year
Received as
part of vesting
of performance
shares
Additions
Disposals/
other
6,678,146
2,321,142
34,483,519
11,985,530
–
–
7,209,805
–
–
–
54,000,000
1,100,000
14,570,501
5,064,308
–
–
–
554,445
62,941,971
19,370,980
55,654,445
–
–
–
–
–
–
–
Balance at
the end of the
year / date of
resignation
8,999,288
46,469,049
61,209,805
1,100,000
19,634,809
554,445
137,967,396
*
Vesting of performance shares following satisfaction of performance milestones . Mr Browning and Mr Allinson resigned as directors on 18 November 2017
and 17 November 2017 respectively .
** Vesting of performance shares following satisfaction of performance milestones .
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other members of key
management personnel of the Consolidated Entity, including their personally related parties, is set out below:
Options over ordinary shares
Leanne Graham
Guy Maine*
Balance at the
start of the year
Granted
Exercised
Expired/
forfeited/
other
Balance at the
end of the year
500,000
–
–
15,000,000
500,000
15,000,000
–
–
–
–
–
–
500,000
15,000,000
15,500,000
* Mr Maine was appointed as Managing Director on 17 January 2018 . He was granted 15,000,000 unlisted Class J Options, exercise price $0 .02
(2 cents) until 16 January 2022 .
Performance rights holding
The number of performance rights over ordinary shares in the Company held during the financial year by each Director and other members
of key management personnel of the Consolidated Entity, including their personally related parties, is set out below:
Performance rights over ordinary shares
Stuart Allinson*
Balance at the
start of the year
Granted
Vested
Expired/
forfeited/
other
Balance at
The date of
resignation
182,709
182,709
–
–
–
–
–
–
182,709
182,709
* Mr Allinson resigned as directors on 17 November 2018 . The balance represents the number of vested performance rights on the date of resignation .
BidEnergy Limited | ANNUAL REPORT 2018
17
Performance shares holding
The number of performance shares in the Company held during the financial year by each Director and other members of key management
personnel of the Consolidated Entity, including their personally related parties, is set out below:
Performance shares
Robert Browning*
Stuart Allinson**
Balance at the
start of the year
Granted
Vested
Converted
to fully paid
ordinary shares
Balance at
the end of the
year/date of
resignation
2,321,142
5,064,308
7,385,450
–
–
–
–
–
–
(2,321,142)
(5,064,308)
(7,385,450)
–
–
–
*
**
Robert Browning was issued 1,160,571 Class A performance shares and 1,160,571 Class B performance shares on 1 July 2016 . Both parcels were
converted to fully paid ordinary shares on 29 September 2018 following satisfaction of performance milestones . The shares were issued in his capacity
as vendors to the RTO transaction, therefore it is not formed part of his remuneration .
Stuart Allinson was issued 2,532,154 Class A performance shares and 2,532,154 Class B performance shares on 1 July 2016 . Both parcels were
converted to fully paid ordinary shares on 29 September 2018 following satisfaction of performance milestones . The shares were issued in his capacity
as vendors to the RTO transaction, therefore it is not formed part of his remuneration .
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of BidEnergy Limited under option at the date of this report are as follows:
Class
Listed BIDO
Unlisted Class C
Unlisted Class E
Unlisted Class F
Unlisted Class G
Unlisted Class H
Unlisted Class I
Unlisted Class J
Grant date
27 May 2015
1 July 2016
Expiry date
30 June 2019
1 July 2019
24 November 2016
24 November 2021
16 December 2016
28 July 2020
8 August 2017
8 August 2017
8 August 2017
31 December 2020
31 December 2020
31 December 2020
17 January 2018
16 January 2022
Exercise price
Number under
option
$0 .10
28,430,006
$0 .15
$0 .07
$0 .10
23,514,921
3,858,814
500,000
$0 .03
6,000,000
$0 .045
6,000,000
$0 .06
8,500,000
$0 .02
15,000,000
91,803,741
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company
or of any other body corporate .
Shares issued on the exercise of options
There were no ordinary shares of BidEnergy Limited issued on the exercise of options during the year ended 30 June 2018 and up to the date
of this report .
Shares under performance shares
There were no performance shares of BidEnergy Limited on issue at the date of this report .
Shares issued on the conversion of performance shares
On 29 September 2018, 70,000,000 ordinary shares were issued on conversion of performance shares .
18
BidEnergy Limited | ANNUAL REPORT 2018
DIRECTORS’ REPORT CONTINUED
Shares under performance rights
Unissued ordinary shares of BidEnergy Limited under performance rights at the date of this report are as follows:
Grant date
1 July 2016
20 July 2018
Expiry date
1 July 2019
20 October 2019
Exercise price
Number under
rights
$0 .125
2,233,084
–
15,301,277
17,534,361
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue
of the Company or of any other body corporate .
Shares issued on the exercise of performance rights
There were no ordinary shares of BidEnergy Limited issued on the exercise of performance rights during the year ended 30 June 2018
and up to the date of this report .
Indemnity and insurance of officers
The Consolidated Entity has indemnified the directors and executives of the Consolidated Entity for costs incurred, in their capacity
as a director or executive, for which they may be held personally liable, except where there is a lack of good faith .
During the financial year, the Consolidated Entity paid a premium in respect of a contract to insure the directors and executives of
the Consolidated Entity against a liability to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium .
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any
related entity against a liability incurred by the auditor .
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity .
Proceedings on behalf of the Consolidated Entity
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Consolidated Entity, or to intervene in any proceedings to which the Consolidated Entity is a party for the purpose of taking
responsibility on behalf of the Consolidated Entity for all or part of those proceedings .
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined
in note 24 to the financial statements .
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm
on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 .
The Directors are of the opinion that the services as disclosed in note 24 to the financial statements do not compromise the external auditor’s
independence requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work,
acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic
risks and rewards .
BidEnergy Limited | ANNUAL REPORT 2018
19
Officers of the Consolidated Entity who are former partners of RSM Australia Partners
There are no officers of the Consolidated Entity who are former partners of RSM Australia Partners .
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately
after this Directors’ report .
Auditor
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001 .
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001 .
On behalf of the Directors
James Baillieu
Non-Executive Chairman
29 August 2018
20
BidEnergy Limited | ANNUAL REPORT 2018
AUDITOR’S
INDEPENDENCE
DECLARATION
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of BidEnergy Limited for the year ended 30 June 2018, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
J S CROALL
Partner
Dated; 29 August 2018
Melbourne, Victoria
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
18
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
BidEnergy Limited | ANNUAL REPORT 2018
21
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
Revenue
Other income
Expenses
Third party support costs
Depreciation and amortisation expense
Employee benefits expense
Listing fees
Share based payments
Administration expense
Marketing expense
Occupancy expense
Travel expense
Ameresco transaction costs
Reorganisation costs
Ameresco break fee
Loss before income tax benefit
Income tax benefit
Note
5
6
7
Consolidated
2018
$
2017
$
4,066,742
2,621,237
397,551
378,630
(698,518)
(454,562)
(707,415)
(524,633)
(4,669,059)
(5,304,419)
–
(1,234,775)
33
(331,673)
(413,596)
(711,023)
(1,203,865)
(248,497)
(584,706)
(351,297)
(296,606)
(149,899)
(360,706)
(308,694)
(458,612)
(357,128)
–
–
–
(4,527,522)
(7,378,001)
8
9,891
192,518
Loss after income tax benefit for the year attributable to the owners of BidEnergy Limited
(4,517,631)
(7,185,483)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
(185,829)
(185,829)
56,688
56,688
Total comprehensive income for the year attributable to the owners of BidEnergy Limited
(4,703,460)
(7,128,795)
Basic earnings per share
Diluted earnings per share
32
32
Cents
(0 .66)
(0 .66)
Cents
(2 .21)
(2 .21)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes .
22
BidEnergy Limited | ANNUAL REPORT 2018
STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2018
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total current assets
Non-current assets
Plant and equipment
Intangibles
Deferred tax asset
Other
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee benefits
Other
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Employee benefits
Other
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
2018
$
2017
$
Note
9
10
11
12
13
14
15
16
17
18
19
20
21
5,313,456
3,568,969
187,861
65,567
138,142
60,692
5,566,884
3,767,803
28,247
27,157
2,033,759
2,176,356
–
51,716
8,558
45,915
2,113,722
2,257,986
7,680,606
6,025,789
378,069
198,809
355,880
932,758
189,154
49,229
–
238,383
1,171,141
582,261
267,747
165,414
1,015,422
213,330
43,569
210,869
467,768
1,483,190
6,509,465
4,542,599
22,360,257
16,021,604
1,104,484
1,017,926
(16,955,276)
(12,496,931)
6,509,465
4,542,599
The above statement of financial position should be read in conjunction with the accompanying notes .
BidEnergy Limited | ANNUAL REPORT 2018
23
STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Consolidated
Balance at 1 July 2016
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Issued Capital
$
Accumulated
Losses
$
Reserves
$
Total equity
$
2,892,079
(5,311,447)
2,786,312
366,944
–
–
–
(7,185,483)
–
(7,185,483)
–
56,688
56,688
(7,185,483)
56,688
(7,128,795)
Transactions with owners in their capacity as owners:
Conversion of Convertible Redeemable Preference
Shares in vendor
Deemed value of shares deemed to be issued to BidEnergy
Limited (formerly Cove Resources Limited) (being the legal
parent) shareholders on acquisition date (note 20)
Capital raising (note 20)
Costs of capital raising (Note 20)
Shares issued for RWW acquisition
Share based payments for RWW acquisition
Share based payments to employees
4,576,827
1,375,434
7,000,000
(430,500)
607,764
–
–
–
–
–
–
–
–
–
(2,508,785)
2,068,042
–
–
–
–
270,116
413,594
1,375,434
7,000,000
(430,500)
607,764
270,116
413,594
Balance at 30 June 2017
16,021,604
(12,496,930)
1,017,925
4,542,599
Consolidated
Balance at 1 July 2017
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Issued Capital
$
Accumulated
Losses
$
Reserves
$
Total equity
$
16,021,604
(12,496,930)
1,017,925
4,542,599
–
–
–
(4,517,631)
–
(4,517,631)
–
(185,829)
(185,829)
(4,517,631)
(185,829)
(4,703,460)
Transactions with owners in their capacity as owners:
Shares issued in lieu of accrued corporate advisory services fees
110,000
Issue of shares (Rights issue) (note 20)
Cost of capital raising (note 20)
Transfers
Share based payments to advisors (note 33)
Share based payments to employees (note 33)
6,706,774
(478,121)
–
–
–
–
–
–
–
–
–
59,286
(59,286)
–
–
264,417
67,256
110,000
6,706,774
(478,121)
–
264,417
67,256
Balance at 30 June 2018
22,360,257
(16,955,275)
1,104,483
6,509,465
The above statement of changes in equity should be read in conjunction with the accompanying notes .
24
BidEnergy Limited | ANNUAL REPORT 2018
STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Receipts from government grants
Interest received
Net cash used in operating activities
Cash flows from investing activities
Payments for plant and equipment
Payments for intangibles (capitalised development costs)
Cash acquired on reverse acquisition (net of transaction costs)
Cash paid for business acquisition, net of cash acquired
Proceeds from disposal of plant and equipment
Ameresco break fee
Net cash from/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Net cash from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Consolidated
2018
$
2017
$
Note
31
12
13
4,242,879
3,199,062
(8,191,648)
(8,754,904)
729,547
326,984
67,871
51,646
(3,151,351)
(5,177,212)
(95,787)
(28,578)
(900,175)
(919,234)
–
–
7,386,987
(356,000)
20,274
(357,128)
–
–
(1,332,816)
6,083,175
20
6,706,774
(478,120)
6,228,654
–
(10,500)
(10,500)
1,744,487
895,463
3,568,969
2,624,642
–
48,864
Cash and cash equivalents at the end of the financial year
9
5,313,456
3,568,969
The above statement of cash flows should be read in conjunction with the accompanying notes .
BidEnergy Limited | ANNUAL REPORT 2018
25
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2018
NOTE 1. GENERAL INFORMATION
The financial statements cover BidEnergy Limited as a Consolidated
Entity consisting of BidEnergy Limited and the entities it controlled
at the end of, or during, the year . The financial statements are
presented in Australian dollars, which is BidEnergy Limited’s
functional and presentation currency .
BidEnergy Limited is a listed public company limited by shares,
incorporated and domiciled in Australia . Its registered office is:
Suite 5, CPC
145 Stirling Highway
Nedlands, Western Australia, 6009
Its principal place of business is:
Floor 7, Suite 9,
530 Little Collins Street
Melbourne, Victoria 3000
A description of the nature of the Consolidated Entity’s operations
and its principal activities are included in the Directors’ report, which
does not form part of the financial statements .
The financial statements were authorised for issue, in accordance
with a resolution of Directors, on 29 August 2018 .
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of
the financial statements are set out below . These policies have been
consistently applied to all the years presented, unless otherwise stated .
New or amended Accounting Standards
and Interpretations adopted
The Consolidated Entity has adopted all of the new or amended
Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) that are mandatory for the
current reporting period .
Any new or amended Accounting Standards or Interpretations that
are not yet mandatory have not been early adopted .
Basis of preparation
These general purpose financial statements have been prepared in
accordance with Australian Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board (‘AASB’) and
the Corporations Act 2001, as appropriate for for-profit oriented
entities . These financial statements also comply with International
Financial Reporting Standards as issued by the International
Accounting Standards Board (‘IASB’) .
Historical cost convention
The financial statements have been prepared under the historical
cost convention, except for, where applicable, the revaluation of
available-for-sale financial assets, financial assets and liabilities at fair
value through profit or loss, investment properties, certain classes of
property, plant and equipment and derivative financial instruments .
Critical accounting estimates
The preparation of the financial statements requires the use of
certain critical accounting estimates . It also requires management to
exercise its judgement in the process of applying the Consolidated
Entity’s accounting policies . The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements, are disclosed in note 3 .
Parent entity information
In accordance with the Corporations Act 2001, these financial
statements present the results of the Consolidated Entity only .
Supplementary information about the parent entity is disclosed
in note 28 .
Principles of consolidation
The consolidated financial statements incorporate the assets and
liabilities of all subsidiaries of BidEnergy Limited (‘Company’ or
‘parent entity’) as at 30 June 2018 and the results of all subsidiaries
for the year then ended . BidEnergy Limited and its subsidiaries
together are referred to in these financial statements as the
‘Consolidated Entity’ .
Subsidiaries are all those entities over which the Consolidated Entity
has control . The Consolidated Entity controls an entity when the
Consolidated Entity 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 Consolidated Entity . They are de-consolidated
from the date that control ceases .
Intercompany transactions, balances and unrealised gains on
transactions between entities in the Consolidated Entity are
eliminated . Unrealised losses are also eliminated unless the
transaction provides evidence of the impairment of the asset
transferred . Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted
by the Consolidated Entity .
The acquisition of subsidiaries is accounted for using the acquisition
method of accounting . A change in ownership interest, without the
loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value
of the share of the non-controlling interest acquired is recognised
directly in equity attributable to the parent .
Where the Consolidated Entity loses control over a subsidiary,
it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative
translation differences recognised in equity . The Consolidated Entity
recognises the fair value of the consideration received and the fair
value of any investment retained together with any gain or loss in
profit or loss .
26
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES continued
Operating segments
Operating segments are presented using the ‘management
approach’, where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision
Makers (‘CODM’) . The CODM is responsible for the allocation of
resources to operating segments and assessing their performance .
Foreign currency translation
The financial statements are presented in Australian dollars, which
is BidEnergy Limited’s functional and presentation currency .
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars
using the exchange rates prevailing at the dates of the transactions .
Foreign exchange gains and losses resulting from the settlement
of such transactions and from the translation at financial year-end
exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss .
Foreign operations
The assets and liabilities of foreign operations are translated into
Australian dollars using the exchange rates at the reporting date .
The revenues and expenses of foreign operations are translated into
Australian dollars using the average exchange rates, which approximate
the rates at the dates of the transactions, for the period . All resulting
foreign exchange differences are recognised in other comprehensive
income through the foreign currency reserve in equity .
The foreign currency reserve is recognised in profit or loss when the
foreign operation or net investment is disposed of .
Revenue recognition
Revenue is recognised when it is probable that the economic benefit
will flow to the Consolidated Entity and the revenue can be reliably
measured . Revenue is measured at the fair value of the consideration
received or receivable .
Platform subscription fees
Platform subscription fee revenue is recognised over the period
to which the customer receives services, once the risks and
rewards are transferred to the customer and there is a valid sales
contract . Amounts disclosed as revenue are net of sales returns
and trade discounts .
RWW rebate revenue
RWW rebate revenue is recognised at the point where cash
rebates are received from utility providers, the risks and rewards
are transferred to the customer and there is a valid sales contract .
Amounts disclosed as revenue are net of sales returns and
trade discounts .
Non-subscription revenue
Non-subscription revenue from energy spend review services is
recognised by reference to the stage of completion of the contracts .
Stage of completion is measured by reference to labour hours
incurred to date as a percentage of total estimated labour hours
for each contract . Where the contract outcome cannot be reliably
estimated, revenue is only recognised to the extent of the
recoverable costs incurred to date .
Interest
Interest revenue is recognised as interest accrues using the effective
interest method . This is a method of calculating the amortised cost
of a financial asset and allocating the interest income over the
relevant period using the effective interest rate, which is the rate
that exactly discounts estimated future cash receipts through the
expected life of the financial asset to the net carrying amount of
the financial asset .
Other revenue
Other revenue is recognised when it is received or when the right
to receive payment is established .
Income tax
The income tax expense or benefit for the period is the tax payable
on that period’s taxable income based on the applicable income
tax rate for each jurisdiction, adjusted by the changes in deferred
tax assets and liabilities attributable to temporary differences,
unused tax losses and the adjustment recognised for prior periods,
where applicable .
Deferred tax assets and liabilities are recognised for temporary
differences at the tax rates expected to be applied when the assets
are recovered or liabilities are settled, based on those tax rates that
are enacted or substantively enacted, except for:
• When the deferred income tax asset or liability arises from the
initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and that, at the time of the
transaction, affects neither the accounting nor taxable profits; or
• When the taxable temporary difference is associated with interests
in subsidiaries, associates or joint ventures, and the timing of the
reversal can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future .
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary
differences and losses .
The carrying amount of recognised and unrecognised deferred tax
assets are reviewed at each reporting date . Deferred tax assets
recognised are reduced to the extent that it is no longer probable
that future taxable profits will be available for the carrying amount
to be recovered . Previously unrecognised deferred tax assets are
recognised to the extent that it is probable that there are future
taxable profits available to recover the asset .
Deferred tax assets and liabilities are offset only where there is
a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax
liabilities; and they relate to the same taxable authority on either
the same taxable entity or different taxable entities which intend
to settle simultaneously .
BidEnergy Limited | ANNUAL REPORT 2018
27
Current and non-current classification
Assets and liabilities are presented in the statement of financial
position based on current and non-current classification .
An asset is classified as current when: it is either expected to be
realised or intended to be sold or consumed in the Consolidated
Entity’s normal operating cycle; it is held primarily for the purpose
of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle a liability for
at least 12 months after the reporting period . All other assets are
classified as non-current .
A liability is classified as current when: it is either expected to be
settled in the Consolidated Entity’s normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12
months after the reporting period; or there is no unconditional right
to defer the settlement of the liability for at least 12 months after the
reporting period . All other liabilities are classified as non-current .
Deferred tax assets and liabilities are always classified as non-current .
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value .
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method, less
any provision for impairment . Trade receivables are generally due for
settlement within 30 days .
Collectability of trade receivables is reviewed on an ongoing basis .
Debts which are known to be uncollectable are written off by
reducing the carrying amount directly . A provision for impairment
of trade receivables is raised when there is objective evidence that
the Consolidated Entity will not be able to collect all amounts due
according to the original terms of the receivables . Significant financial
difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation and default or delinquency in
payments (more than 60 days overdue) are considered indicators
that the trade receivable may be impaired . The amount of the
impairment allowance is the difference between the asset’s
carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate . Cash flows
relating to short-term receivables are not discounted if the effect
of discounting is immaterial .
Other receivables are recognised at amortised cost, less any provision
for impairment .
Plant and equipment
Plant and equipment is stated at historical cost less accumulated
depreciation and impairment . Historical cost includes expenditure
that is directly attributable to the acquisition of the items .
Depreciation is calculated on a straight-line basis to write off the net
cost of each item of property, plant and equipment (excluding land)
over their expected useful lives as follows:
Buildings
Leasehold improvements
Plant and equipment
Plant and equipment under lease
Computer equipment
Office equipment
40 years
3–10 years
2–5 years
2–5 years
2–5 years
2–5 years
The residual values, useful lives and depreciation methods are
reviewed, and adjusted if appropriate, at each reporting date .
Leasehold improvements and plant and equipment under lease are
depreciated over the unexpired period of the lease or the estimated
useful life of the assets, whichever is shorter .
An item of property, plant and equipment is derecognised upon disposal
or when there is no future economic benefit to the Consolidated
Entity . Gains and losses between the carrying amount and the
disposal proceeds are taken to profit or loss . Any revaluation surplus
reserve relating to the item disposed of is transferred directly to
retained profits .
Intangible assets
Intangible assets acquired as part of a business combination, other
than goodwill, are initially measured at their fair value at the date
of the acquisition . Intangible assets acquired separately are initially
recognised at cost . Indefinite life intangible assets are not amortised
and are subsequently measured at cost less any impairment . Finite
life intangible assets are subsequently measured at cost less
amortisation and any impairment . The gains or losses recognised in
profit or loss arising from the derecognition of intangible assets are
measured as the difference between net disposal proceeds and the
carrying amount of the intangible asset . The method and useful lives
of finite life intangible assets are reviewed annually . Changes in the
expected pattern of consumption or useful life are accounted for
prospectively by changing the amortisation method or period .
Goodwill
Goodwill arises on the acquisition of a business . Goodwill is not
amortised . Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate
that it might be impaired, and is carried at cost less accumulated
impairment losses . Impairment losses on goodwill are taken to profit
or loss and are not subsequently reversed .
28
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES continued
Customer lists
Customer lists acquired in a business combination are amortised
on a straight-line basis over the period of their expected benefit,
being their finite life of 7 .5 years .
Software
Significant costs associated with software are deferred and
amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 2 – 5 years .
Capitalised development costs
Software development costs are capitalised at the direct costs
incurred and amortised on a straight line basis over the period
of their expected benefit being their finite life of 2-3 years .
Amortisation starts at the time that the technology is activated
and issued by both internal and external customers . The capitalised
costs include the direct costs of internal staff and any supporting
software acquired from a third party .
Brand
The brand of an entity arises on the acquisition of a business . The
brand is amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 7 .5 years .
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful
life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances
indicate that they might be impaired . Other non-financial assets are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable . An
impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount .
Recoverable amount is the higher of an asset’s fair value less costs of
disposal and value-in-use . The value-in-use is the present value of
the estimated future cash flows relating to the asset using a pre-tax
discount rate specific to the asset or cash-generating unit to which
the asset belongs . Assets that do not have independent cash flows
are grouped together to form a cash-generating unit .
Trade and other payables
These amounts represent liabilities for goods and services provided
to the Consolidated Entity prior to the end of the financial year and
which are unpaid . Due to their short-term nature they are measured
at amortised cost and are not discounted . The amounts are unsecured
and are usually paid within 30 days of recognition .
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits,
annual leave and long service leave expected to be settled wholly
within 12 months of the reporting date are measured at the amounts
expected to be paid when the liabilities are settled .
Other long-term employee benefits
The liability for annual leave and long service leave not expected
to be settled within 12 months of the reporting date are measured
at the present value of expected future payments to be made in
respect of services provided by employees up to the reporting date
using the projected unit credit method . Consideration is given to
expected future wage and salary levels, experience of employee
departures and periods of service . Expected future payments are
discounted using market yields at the reporting date on national
government bonds with terms to maturity and currency that match,
as closely as possible, the estimated future cash outflows .
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are
expensed in the period in which they are incurred .
Share-based payments
Equity-settled and cash-settled share-based compensation benefits
are provided to employees .
Equity-settled transactions are awards of shares, or options over
shares, that are provided to employees in exchange for the rendering
of services . Cash-settled transactions are awards of cash for the
exchange of services, where the amount of cash is determined by
reference to the share price .
The cost of equity-settled transactions are measured at fair value
on grant date . Fair value is independently determined using either
the Binomial or Black-Scholes option pricing model that takes into
account the exercise price, the term of the option, the impact of
dilution, the share price at grant date and expected price volatility
of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option, together with non-vesting
conditions that do not determine whether the Consolidated Entity
receives the services that entitle the employees to receive payment .
No account is taken of any other vesting conditions .
The cost of equity-settled transactions are recognised as an expense
with a corresponding increase in equity over the vesting period . The
cumulative charge to profit or loss is calculated based on the grant
date fair value of the award, the best estimate of the number of
awards that are likely to vest and the expired portion of the vesting
period . The amount recognised in profit or loss for the period is the
cumulative amount calculated at each reporting date less amounts
already recognised in previous periods .
The cost of cash-settled transactions is initially, and at each reporting
date until vested, determined by applying either the Binomial or
Black-Scholes option pricing model, taking into consideration the
terms and conditions on which the award was granted . The cumulative
charge to profit or loss until settlement of the liability is calculated
as follows:
• during the vesting period, the liability at each reporting date is
the fair value of the award at that date multiplied by the expired
portion of the vesting period .
• from the end of the vesting period until settlement of the award,
the liability is the full fair value of the liability at the reporting date .
BidEnergy Limited | ANNUAL REPORT 2018
29
All changes in the liability are recognised in profit or loss . The
ultimate cost of cash-settled transactions is the cash paid to settle
the liability .
Market conditions are taken into consideration in determining fair
value . Therefore any awards subject to market conditions are
considered to vest irrespective of whether or not that market
condition has been met, provided all other conditions are satisfied .
If equity-settled awards are modified, as a minimum an expense is
recognised as if the modification has not been made . An additional
expense is recognised, over the remaining vesting period, for any
modification that increases the total fair value of the share-based
compensation benefit as at the date of modification .
If the non-vesting condition is within the control of the Consolidated
Entity or employee, the failure to satisfy the condition is treated
as a cancellation . If the condition is not within the control of the
Consolidated Entity or employee and is not satisfied during the
vesting period, any remaining expense for the award is recognised
over the remaining vesting period, unless the award is forfeited .
If equity-settled awards are cancelled, it is treated as if it has vested
on the date of cancellation, and any remaining expense is recognised
immediately . If a new replacement award is substituted for the
cancelled award, the cancelled and new award is treated as if they
were a modification .
Fair value measurement
When an asset or liability, financial or non-financial, is measured
at fair value for recognition or disclosure purposes, the fair value
is based on the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market
participants at the measurement date; and assumes that the
transaction will take place either: in the principal market; or in the
absence of a principal market, in the most advantageous market .
Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming
they act in their economic best interests . For non-financial assets,
the fair value measurement is based on its highest and best use .
Valuation techniques that are appropriate in the circumstances and
for which sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and minimising the
use of unobservable inputs .
Issued capital
Ordinary shares are classified as equity .
Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from
the proceeds .
Business combinations
The acquisition method of accounting is used to account for business
combinations regardless of whether equity instruments or other
assets are acquired .
The consideration transferred is the sum of the acquisition-date fair
values of the assets transferred, equity instruments issued or liabilities
incurred by the acquirer to former owners of the acquiree and the
amount of any non-controlling interest in the acquiree . For each
business combination, the non-controlling interest in the acquiree
is measured at either fair value or at the proportionate share of the
acquiree’s identifiable net assets . All acquisition costs are expensed
as incurred to profit or loss .
On the acquisition of a business, the Consolidated Entity assesses
the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual
terms, economic conditions, the Consolidated Entity’s operating
or accounting policies and other pertinent conditions in existence
at the acquisition-date .
Where the business combination is achieved in stages, the
Consolidated Entity remeasures its previously held equity interest
in the acquiree at the acquisition-date fair value and the difference
between the fair value and the previous carrying amount is
recognised in profit or loss .
Contingent consideration to be transferred by the acquirer is
recognised at the acquisition-date fair value . Subsequent changes
in the fair value of the contingent consideration classified as an asset
or liability is recognised in profit or loss . Contingent consideration
classified as equity is not remeasured and its subsequent settlement
is accounted for within equity .
The difference between the acquisition-date fair value of assets
acquired, liabilities assumed and any non-controlling interest in the
acquiree and the fair value of the consideration transferred and the
fair value of any pre-existing investment in the acquiree is recognised
as goodwill . If the consideration transferred and the pre-existing fair
value is less than the fair value of the identifiable net assets acquired,
being a bargain purchase to the acquirer, the difference is recognised
as a gain directly in profit or loss by the acquirer on the acquisition-date,
but only after a reassessment of the identification and measurement
of the net assets acquired, the non-controlling interest in the acquiree,
if any, the consideration transferred and the acquirer’s previously held
equity interest in the acquirer .
Business combinations are initially accounted for on a provisional
basis . The acquirer retrospectively adjusts the provisional amounts
recognised and also recognises additional assets or liabilities during
the measurement period, based on new information obtained about
the facts and circumstances that existed at the acquisition-date .
The measurement period ends on either the earlier of (i) 12 months
from the date of the acquisition or (ii) when the acquirer receives
all the information possible to determine fair value .
30
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES continued
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable
to the owners of BidEnergy Limited, excluding any costs of servicing
equity other than ordinary shares, by the weighted average number
of ordinary shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the financial year .
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares .
Goods and Services Tax (‘GST’) and other similar taxes
Revenues, expenses and assets are recognised net of the amount
of associated GST, unless the GST incurred is not recoverable from
the tax authority . In this case it is recognised as part of the cost of
the acquisition of the asset or as part of the expense .
Receivables and payables are stated inclusive of the amount of GST
receivable or payable . The net amount of GST recoverable from,
or payable to, the tax authority is included in other receivables or
other payables in the statement of financial position .
Cash flows are presented on a gross basis . The GST components
of cash flows arising from investing or financing activities which are
recoverable from, or payable to the tax authority, are presented as
operating cash flows .
Commitments and contingencies are disclosed net of the amount
of GST recoverable from, or payable to, the tax authority .
Funds held in trust
The Company holds funds and pays utility bills on behalf of its clients .
These funds do not meet the definition of an asset, therefore it is not
recognised in the statement of financial position .
New Accounting Standards and Interpretations not yet
mandatory or early adopted
Australian Accounting Standards and Interpretations that have
recently been issued or amended but are not yet mandatory, have
not been early adopted by the Consolidated Entity for the annual
reporting period ended 30 June 2018 . The Consolidated Entity’s
assessment of the impact of these new or amended Accounting
Standards and Interpretations, most relevant to the Consolidated
Entity, are set out below .
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on
or after 1 January 2018 . The standard replaces all previous versions
of AASB 9 and completes the project to replace IAS 39 ‘Financial
Instruments: Recognition and Measurement’ . AASB 9 introduces
new classification and measurement models for financial assets . A
financial asset shall be measured at amortised cost, if it is held within
a business model whose objective is to hold assets in order to collect
contractual cash flows, which arise on specified dates and solely
principal and interest . All other financial instrument assets are to be
classified and measured at fair value through profit or loss unless the
entity makes an irrevocable election on initial recognition to present
gains and losses on equity instruments (that are not held-for-trading)
in other comprehensive income (‘OCI’) . For financial liabilities, the
standard requires the portion of the change in fair value that relates
to the entity’s own credit risk to be presented in OCI (unless it would
create an accounting mismatch) . New simpler hedge accounting
requirements are intended to more closely align the accounting
treatment with the risk management activities of the entity . New
impairment requirements will use an ‘expected credit loss’ (‘ECL’)
model to recognise an allowance . Impairment will be measured
under a 12-month ECL method unless the credit risk on a financial
instrument has increased significantly since initial recognition in
which case the lifetime ECL method is adopted . The standard
introduces additional new disclosures . The Consolidated Entity will
adopt this standard from 1 July 2018 and it is not expected to have a
material impact on the Consolidated Entity’s financial performance .
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning
on or after 1 January 2018 . The standard provides a single standard
for revenue recognition . The core principle of the standard is that
an entity will recognise revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange
for those goods or services . The standard will require: contracts
(either written, verbal or implied) to be identified, together with the
separate performance obligations within the contract; determine
the transaction price, adjusted for the time value of money
excluding credit risk; allocation of the transaction price to the
separate performance obligations on a basis of relative stand-alone
selling price of each distinct good or service, or estimation approach
if no distinct observable prices exist; and recognition of revenue
when each performance obligation is satisfied . Credit risk will
be presented separately as an expense rather than adjusted to
revenue . For goods, the performance obligation would be satisfied
when the customer obtains control of the goods . For services,
the performance obligation is satisfied when the service has been
provided, typically for promises to transfer services to customers .
For performance obligations satisfied over time, an entity would
select an appropriate measure of progress to determine how much
revenue should be recognised as the performance obligation is
satisfied . Contracts with customers will be presented in an entity’s
statement of financial position as a contract liability, a contract
asset, or a receivable, depending on the relationship between the
entity’s performance and the customer’s payment . Sufficient
quantitative and qualitative disclosure is required to enable users
to understand the contracts with customers; the significant
judgements made in applying the guidance to those contracts; and
any assets recognised from the costs to obtain or fulfil a contract
with a customer . The Consolidated Entity will adopt this standard
from 1 July 2018 and it is not expected to have a material impact
on the Consolidated Entity’s financial performance .
BidEnergy Limited | ANNUAL REPORT 2018
31
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on
or after 1 January 2019 . The standard replaces AASB 117 ‘Leases’
and for lessees will eliminate the classifications of operating leases
and finance leases . Subject to exceptions, a ‘right-of-use’ asset will
be capitalised in the statement of financial position, measured at the
present value of the unavoidable future lease payments to be made
over the lease term . The exceptions relate to short-term leases of
12 months or less and leases of low-value assets (such as personal
computers and small office furniture) where an accounting policy
choice exists whereby either a ‘right-of-use’ asset is recognised or
lease payments are expensed to profit or loss as incurred . A liability
corresponding to the capitalised lease will also be recognised,
adjusted for lease prepayments, lease incentives received, initial
direct costs incurred and an estimate of any future restoration,
removal or dismantling costs . Straight-line operating lease expense
recognition will be replaced with a depreciation charge for the leased
asset (included in operating costs) and an interest expense on the
recognised lease liability (included in finance costs) . In the earlier
periods of the lease, the expenses associated with the lease under
AASB 16 will be higher when compared to lease expenses under
AASB 117 . However EBITDA (Earnings Before Interest, Tax,
Depreciation and Amortisation) results will be improved as the
operating expense is replaced by interest expense and depreciation
in profit or loss under AASB 16 . For classification within the
statement of cash flows, the lease payments will be separated into
both a principal (financing activities) and interest (either operating or
financing activities) component . For lessor accounting, the standard
does not substantially change how a lessor accounts for leases . The
Consolidated Entity will adopt this standard from 1 July 2019 and it is
not expected to have a material impact on the Consolidated Entity’s
financial performance .
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES
AND ASSUMPTIONS
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements . Management
continually evaluates its judgements and estimates in relation
to assets, liabilities, contingent liabilities, revenue and expenses .
Management bases its judgements, estimates and assumptions
on historical experience and on other various factors, including
expectations of future events, management believes to be
reasonable under the circumstances . The resulting accounting
judgements and estimates will seldom equal the related actual
results . The judgements, estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes)
within the next financial year are discussed below .
Share-based payment transactions
The Consolidated Entity measures the cost of equity-settled
transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted . The fair
value is determined by using either the Binomial or Black-Scholes
model taking into account the terms and conditions upon which
the instruments were granted . The accounting estimates and
assumptions relating to equity-settled share-based payments would
have no impact on the carrying amounts of assets and liabilities
within the next annual reporting period but may impact profit or
loss and equity .
Provision for impairment of receivables
The provision for impairment of receivables assessment requires
a degree of estimation and judgement . The level of provision is
assessed by taking into account the recent sales experience, the
ageing of receivables, historical collection rates and specific
knowledge of the individual debtor’s financial position .
Fair value measurement hierarchy
The Consolidated Entity is required to classify all assets and liabilities,
measured at fair value, using a three level hierarchy, based on the
lowest level of input that is significant to the entire fair value
measurement, being: Level 1: Quoted prices (unadjusted) in active
markets for identical assets or liabilities that the entity can access
at the measurement date; Level 2: Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability,
either directly or indirectly; and Level 3: Unobservable inputs for the
asset or liability . Considerable judgement is required to determine
what is significant to fair value and therefore which category the
asset or liability is placed in can be subjective .
The fair value of assets and liabilities classified as level 3 is determined
by the use of valuation models . These include discounted cash flow
analysis or the use of observable inputs that require significant
adjustments based on unobservable inputs .
Estimation of useful lives of assets
The Consolidated Entity determines the estimated useful lives and
related depreciation and amortisation charges for its property, plant
and equipment and finite life intangible assets . The useful lives could
change significantly as a result of technical innovations or some
other event . The depreciation and amortisation charge will increase
where the useful lives are less than previously estimated lives, or
technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down .
Goodwill and other indefinite life intangible assets
The Consolidated Entity tests annually, or more frequently if
events or changes in circumstances indicate impairment, whether
goodwill and other indefinite life intangible assets have suffered any
impairment, in accordance with the accounting policy stated in note
2 . The recoverable amounts of cash-generating units have been
determined based on value-in-use calculations . These calculations
require the use of assumptions, including estimated discount rates
based on the current cost of capital and growth rates of the
estimated future cash flows .
32
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4. OPERATING SEGMENTS
Identification of reportable operating segments
The Consolidated Entity is organised into operating segments: based
on the business activities in Australia and UK, Bid US and RealWinWin
(RWW) . These operating segments are based on the internal reports
that are reviewed and used by the Board of Directors (who are
identified as the Chief Operating Decision Makers (‘CODM’))
in assessing performance and in determining the allocation of
resources . There is no aggregation of operating segments .
Basis of accounting for purposes of reporting by
operating segments
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of
Directors as the chief decision maker with respect to operating
segments are determined in accordance with accounting policies
that are consistent with those adopted in the annual financial
statements of the Combined entity .
The principal business of the group is to provide cloud based software
for energy management, procurement and rebate capture in Australia,
UK and USA . Due to the significance of RWW, the USA segments
split into Bid US and RWW .
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES
AND ASSUMPTIONS continued
Impairment of non-financial assets other than goodwill and
other indefinite life intangible assets
The Consolidated Entity assesses impairment of non-financial assets
other than goodwill and other indefinite life intangible assets at each
reporting date by evaluating conditions specific to the Consolidated
Entity and to the particular asset that may lead to impairment . If an
impairment trigger exists, the recoverable amount of the asset is
determined . This involves fair value less costs of disposal or value-in-
use calculations, which incorporate a number of key estimates and
assumptions .
Income tax
The Consolidated Entity is subject to income taxes in the jurisdictions
in which it operates . Significant judgement is required in determining
the provision for income tax . There are many transactions and
calculations undertaken during the ordinary course of business for
which the ultimate tax determination is uncertain . The Consolidated
Entity recognises liabilities for anticipated tax audit issues based
on the Consolidated Entity’s current understanding of the tax law .
Where the final tax outcome of these matters is different from
the carrying amounts, such differences will impact the current and
deferred tax provisions in the period in which such determination
is made .
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary
differences only if the Consolidated Entity considers it is probable
that future taxable amounts will be available to utilise those temporary
differences and losses .
Employee benefits provision
As discussed in note 2, the liability for employee benefits expected
to be settled more than 12 months from the reporting date are
recognised and measured at the present value of the estimated
future cash flows to be made in respect of all employees at the
reporting date . In determining the present value of the liability,
estimates of attrition rates and pay increases through promotion
and inflation have been taken into account .
Business combinations
As discussed in note 2, business combinations are initially accounted
for on a provisional basis . The fair value of assets acquired, liabilities
and contingent liabilities assumed are initially estimated by the
Consolidated Entity taking into consideration all available
information at the reporting date . Fair value adjustments on the
finalisation of the business combination accounting is retrospective,
where applicable, to the period the combination occurred and may
have an impact on the assets and liabilities, depreciation and
amortisation reported .
BidEnergy Limited | ANNUAL REPORT 2018
33
BID Australia
and UK
$
1,892,429
57,835
–
BID US
$
15,490
–
–
RWW
$
–
–
Total
$
1,907,919
57,835
2,100,988
2,100,988
1,950,264
15,490
2,100,988
4,066,742
(698,519)
–
–
(698,519)
(716,030)
(58,445)
(174,983)
(949,458)
(3,645,102)
(483,029)
(1,441,099)
(5,569,230)
(172,676)
(53,708)
(22,114)
(248,498)
(94,406)
(38,045)
(17,448)
(149,899)
(193,517)
(10,784)
(146,996)
(351,297)
(5,520,250)
(644,011)
(1,802,640)
(7,966,901)
Operating segment information
Consolidated – 2018
Platform subscription fees
Non-subscription revenue
RWW rebate revenue
Revenue
Third party support costs
Administration expense
Employee benefits expense
Marketing expense
Travel expense
Occupancy expense
Total operating expenses
Underlying EBITA from core operations
(3,569,986)
(628,521)
298,348
(3,900,159)
Reorganisation costs
Ameresco transaction costs
Ameresco break fee
Government grants
Income tax
Capitalised labour (software)
Depreciation and amortisation
Share based payments
Interest – other
Foreign exchange
(229,226)
(229,386)
–
–
(308,694)
(357,127)
329,680
–
900,175
(589,135)
(331,673)
67,852
76,558
–
–
–
–
–
19
161,875
–
–
–
–
9,891
–
(458,612)
(308,694)
(357,127)
329,680
9,891
900,175
(118,281)
(707,416)
–
–
–
(331,673)
67,871
238,433
Loss after income tax benefit for the year attributable to the
owners of BidEnergy Limited
(3,345,755)
(1,361,834)
189,958
(4,517,631)
34
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4. OPERATING SEGMENTS continued
Consolidated – 2017
Platform subscription fees
Non-subscription revenue
RWW rebate revenue
Revenue
Third party support costs
Administration expense
Employee benefits expense
Marketing expense
Travel expense
Occupancy expense
Total operating expenses
BID Australia
and UK
$
1,255,545
65,492
–
BID US
$
2,032
–
–
RWW
$
–
–
Total
$
1,257,577
65,492
1,298,168
1,298,168
1,321,037
2,032
1,298,168
2,621,237
(454,562)
–
–
(454,562)
(858,454)
(157,155)
(93,046)
(1,108,655)
(4,055,479)
(1,108,812)
(1,059,364)
(6,223,655)
(287,372)
(289,779)
(7,556)
(584,707)
(237,935)
(109,403)
(13,367)
(360,705)
(195,163)
(23,594)
(77,849)
(296,606)
(6,088,965)
(1,688,743)
(1,251,182)
(9,028,890)
Underlying EBITDA from core operations
(4,767,928)
(1,686,711)
46,986
(6,407,653)
Listing fees and acquisition costs
R&D
Income tax
Capitalised labour (software)
Depreciation and amortisation
Share based payments
Interest – other
Foreign exchange
(1,234,775)
326,984
–
919,234
(21,397)
(413,597)
51,633
–
–
–
–
–
–
13
(26,179)
(69,029)
–
–
192,518
–
(1,234,775)
326,984
192,518
919,234
(503,235)
(524,632)
–
–
–
(413,597)
51,646
(95,208)
Loss after income tax benefit for the year attributable
to the owners of BidEnergy Limited
(5,166,025)
(1,755,727)
(263,731)
(7,185,483)
BidEnergy Limited | ANNUAL REPORT 2018
35
Consolidated
2018
$
2017
$
1,907,919
1,257,577
57,835
65,492
2,100,988
1,298,168
4,066,742
2,621,237
Consolidated
2018
$
67,871
2017
$
51,646
329,680
326,984
397,551
378,630
Consolidated
2018
$
1,889
18,384
20,273
2017
$
–
21,397
21,397
605,570
458,262
61,376
20,196
687,142
707,415
33,838
11,136
503,236
524,633
NOTE 5. REVENUE
Platform subscription fees
Non-subscription revenue
RWW Rebate Revenue
Revenue
NOTE 6. OTHER INCOME
Interest
Grant income
Other income
NOTE 7. EXPENSES
Loss before income tax includes the following specific expenses:
Depreciation
Computer equipment
Office equipment
Total depreciation
Amortisation
Software
Brands
Customer List
Total amortisation
Total depreciation and amortisation
36
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 8. INCOME TAX BENEFIT
Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax benefit
(4,527,522)
(7,378,001)
Tax at the statutory tax rate of 27 .5% (2017: 30%)
(1,245,069)
(2,213,400)
Consolidated
2018
$
2017
$
Share based payments
Research and development
Unrecognised income tax benefit in respect of current year losses
Amount not brought to account as deferred tax asset in the current year
Amounts brought to account as deferred tax asset in the current year
Other amounts not recognised relating to foreign exchange
Income tax benefit
Tax losses not recognised
91,210
(47,801)
124,079
98,095
1,153,812
1,966,596
47,848
24,631
(15,618)
(208,592)
5,727
(9,891)
16,073
(192,518)
Unused tax losses for which no deferred tax asset has been recognised
11,628,528
8,983,898
Potential tax benefit @ 27 .5% (2017: 30%)
3,197,845
2,695,169
The above potential tax benefit for tax losses has not been recognised in the statement of financial position . These tax losses can only be
utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed, and the Company earns
sufficient taxable profit to absorb the losses .
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Doubtful debts
Employee entitlements
Capital raising costs
Other (foreign exchange)
Tax losses
Less deferred tax liability not recognised – prepayments
Net deferred tax assets not recognised
Consolidated
2018
$
2017
$
–
68,210
307,303
9,864
13,800
93,395
145,697
10,760
3,197,845
2,695,169
(16,260)
(16,967)
3,566,962
2,941,854
The above potential tax benefit, which includes tax losses, for deductible temporary differences has not been recognised in the statement
of financial position as the recovery of this benefit is uncertain .
BidEnergy Limited | ANNUAL REPORT 2018
37
NOTE 9. CURRENT ASSETS – CASH AND CASH EQUIVALENTS
Cash at bank
NOTE 10. CURRENT ASSETS – TRADE AND OTHER RECEIVABLES
Trade receivables
Less: Provision for impairment of receivables
Consolidated
2018
$
2017
$
5,313,456
3,568,969
Consolidated
2018
$
2017
$
187,861
184,141
–
(45,999)
187,861
138,142
Due to the short term nature of the receivables, their carrying value is assumed to approximate their fair value . No collateral or security is held .
The consolidated entity has financial risk management policies in place to ensure that all receivable are received within the credit time frame .
Impairment of receivables
The ageing of the impaired receivables provided for above are as follows:
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
Movements in the provision for impairment of receivables are as follows:
Opening balance
Additional provisions recognised
Receivables written off during the year as uncollectable
Unused amounts reversed
Closing balance
Consolidated
2018
$
–
–
–
–
2017
$
16,665
6,820
22,514
45,999
Consolidated
2018
$
45,999
–
2017
$
81,572
(13,573)
(22,515)
(22,000)
(23,484)
–
–
45,999
Past due but not impaired
Customers with balances past due but without provision for impairment of receivables amount to $68,801 as at 30 June 2018 ($119,241
as at 30 June 2017) .
The Consolidated Entity did not consider a credit risk on the aggregate balances after reviewing the credit terms of customers based
on recent collection practices .
38
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 10. CURRENT ASSETS – TRADE AND OTHER RECEIVABLES continued
The ageing of the past due but not impaired receivables are as follows:
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
NOTE 11. CURRENT ASSETS – OTHER CURRENT ASSETS
Prepayments
Other
NOTE 12. NON-CURRENT ASSETS – PLANT AND EQUIPMENT
Computer equipment – at cost
Less: Accumulated depreciation
Office equipment – at cost
Less: Accumulated depreciation
Consolidated
2018
$
44,566
–
24,235
68,801
2017
$
73,241
14,129
31,871
119,241
Consolidated
2018
$
59,126
6,441
65,567
2017
$
56,555
4,137
60,692
Consolidated
2018
$
17,002
(1,889)
15,113
2017
$
–
–
–
86,423
82,062
(73,289)
(54,905)
13,134
28,247
27,157
27,157
BidEnergy Limited | ANNUAL REPORT 2018
39
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2016
Additions
Depreciation expense
Balance at 30 June 2017
Additions
Disposals
Depreciation expense
Balance at 30 June 2018
NOTE 13. NON-CURRENT ASSETS – INTANGIBLES
Goodwill – at cost
Customer list – at cost
Less: Accumulated amortisation
Software – at cost
Less: Accumulated amortisation
Brand – at cost
Less: Accumulated amortisation
Office
Equipment At
cost
$
Computer
Equipment At
cost
$
19,976
28,578
(21,397)
27,157
4,361
–
–
–
–
91,426
–
(74,424)
(18,384)
13,134
(1,889)
15,113
Total
$
19,976
28,578
(21,397)
27,157
95,787
(74,424)
(20,273)
28,247
Consolidated
2018
$
2017
$
657,767
634,503
148,422
(31,332)
117,090
143,173
(11,136)
132,037
1,534,471
1,030,098
(631,428)
(21,564)
903,043
1,008,534
451,073
435,120
(95,214)
(33,838)
355,859
401,282
2,033,759
2,176,356
40
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 13. NON-CURRENT ASSETS – INTANGIBLES continued
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2016
Goodwill
$
–
Software
$
–
Brands
$
Customer Lists
$
–
–
Total
$
–
Additions through business combinations
666,422
578,949
451,932
155,414
1,852,717
Capitalised development costs
Foreign exchange differences
Amortisation
–
(31,919)
919,234
(31,387)
–
–
(16,812)
(12,241)
919,234
(92,359)
–
(458,262)
(33,838)
(11,136)
(503,236)
Balance at 30 June 2017
634,503
1,008,534
401,282
132,037
2,176,356
Additions
R&D refund
–
–
900,175
(399,867)
Foreign exchange differences
23,264
(229)
Amortisation
–
(605,570)
–
–
15,953
(61,376)
–
–
900,175
(399,867)
5,249
44,237
(20,196)
(687,142)
Balance at 30 June 2018
657,767
903,043
355,859
117,090
2,033,759
Impairment Testing of Intangible balances
BidEnergy holds intangible balances relating to goodwill and other intangibles purchased as part of the US based RealWinWin energy rebate
capture business purchased in November 2016, as well as intangible balances relating to developed software for the BidEnergy energy spend
management business . The recoverable amount of these intangibles has been determined based on a value in use calculation using separate
cash flow projections for the RealWinWin and BidEnergy cash generating units (CGU’s) over a five-year period respectively . Cash flow
beyond the five year forecast are extrapolated using estimated terminal growth rates .
Key assumptions used for value in use calculations
The following key assumptions were used in the discounted cashflow model for RealWinWin goodwill and intangible asset assessment of $1,184,970:
(a) 21 .6% pre-tax discount rate;
(b) 9% per annum average projected revenue growth rate;
(c) 5% per annum increase in operating costs and overheads;
(d) Terminal growth rate of 2% at the end of the forecast period .
The discount rate of 21 .6% pre-tax reflects management’s estimate of the time value of money and the consolidated entity’s weighted average
cost of capital adjusted for RealWinWin, the risk-free rate and the volatility of the share price relative to market movements .
Management believes the projected 9% revenue growth rate is reasonable and justified, based on known contracts and market conditions .
Results of impairment testing and sensitivity to changes in assumptions.
Based on the impairment testing of RealWinWin goodwill and intangible assets for 2018, there was no requirement to impair intangibles as the
recoverable amounts exceed the intangible carrying amounts .
The Group has considered changes in key assumptions that it believes to be reasonably possible . For the RealWinWin CGU, the recoverable
amount exceeds the carrying amount when testing for reasonably possible changes in key assumptions and there is no reasonable possible
change in a key assumption that would result in impairment .
BidEnergy Limited | ANNUAL REPORT 2018
41
The following key assumptions were used in the discounted cashflow model for BidEnergy capitalised software assessment of $848,789:
(a) 21 .6% pre-tax discount rate;
(b) 61% per annum average projected revenue growth rate;
(c) 21% per annum increase in operating costs and overheads;
(d) Terminal growth rate of 2 .0% at the end of the forecast period .
The discount rate of 21 .6% pre-tax reflects management’s estimate of the time value of money and the consolidated entity’s weighted average
cost of capital adjusted for the BidEnergy software platform, the risk-free rate and the volatility of the share price relative to market movements .
Management believes the projected 61% revenue growth rate is reasonable and justified, based on known contracts and market conditions .
Results of impairment testing and sensitivity to changes in assumptions.
Based on the impairment testing of BidEnergy capitalised software for 2018, there was no requirement to impair the intangible asset as the
recoverable amounts exceed the intangible carrying amounts .
As disclosed in note 2, the directors have made judgements and estimates in respect of impairment testing of intangibles . Should these
judgements and estimates not occur the resulting intangible carrying amount may decrease . The sensitivities for the BidEnergy capitalised
software is as follows:
(a) Forecast revenue would need to decrease by more than 23% over the five-year forecast period before the associated capitalised
software would need to be impaired, with all other assumptions remaining constant
Management believes that other reasonable changes in the key assumptions on which the recoverable amount of BidEnergy’s capitalised
software is based would not cause the CGU’s intangible carrying amount to exceed its recoverable amount .
NOTE 14. NON-CURRENT ASSETS – OTHER
Security deposits
NOTE 15. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES
Trade payables
Accrued expenses
Other payables
Refer to note 22 for further information on financial instruments .
Consolidated
2018
$
51,716
2017
$
45,915
Consolidated
2018
$
47,819
96,604
2017
$
155,009
170,224
233,646
257,028
378,069
582,261
42
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 16. CURRENT LIABILITIES – EMPLOYEE BENEFITS
Annual leave
NOTE 17. CURRENT LIABILITIES – OTHER
Deferred revenue
Contingent consideration
Consolidated
2018
$
2017
$
198,809
267,747
Consolidated
2018
$
203,991
151,889
355,880
2017
$
154,419
10,995
165,414
Contingent consideration
Contingent consideration relates to the value of the potential earn out payable relating to the acquisition of the RealWinWin US energy rebate
capture business completed on 24 November 2016 . The contingent consideration is based on the annual contract value of the BidEnergy
energy spend management subscription services sold to existing RealWinWin customers from 1 January 2018 to 31 December 2018 . Based
on a range of probable outcomes and scenarios, the company assessed the fair value of contingent consideration payable as at 30 June 2018
as AUD$151,889 (US$120,907) .
NOTE 18. NON-CURRENT LIABILITIES – EMPLOYEE BENEFITS
Long service leave
NOTE 19. NON-CURRENT LIABILITIES – OTHER
Contingent consideration
Deferred consideration
Consolidated
2018
$
2017
$
49,229
43,569
Consolidated
2018
$
–
–
–
2017
$
146,517
64,352
210,869
BidEnergy Limited | ANNUAL REPORT 2018
43
NOTE 20. EQUITY – ISSUED CAPITAL
Consolidated
2018
Shares
2017
Shares
2018
$
2017
$
Ordinary shares – fully paid
740,677,364
329,838,682
22,360,257
16,021,604
Movements in ordinary share capital
Details
Balance
Conversion of Convertible Redeemable Preference
Shares in vendor
Deemed value of shares deemed to be issued to existing
Cove Resources Limited (legal parent) shareholders on
acquisition date
Share issue to vendor (BidEnergy Pty Ltd)
Capital raising
Costs of capital raising
Date
1 July 2016
1 July 2016
1 July 2016
1 July 2016
1 July 2016
1 July 2016
1 July 2016
Shares
Issue price
$
66,446
(66,446)
–
2,892,079
–
4,576,827
–
–
49,759,651
$0 .03
1,375,434
201,396,700
–
–
70,000,000
$0 .10
7,000,000
–
–
(430,500)
Shares issued for RWW acquisition
24 November 2016
6,752,924
Shares issued for RWW acquisition
13 January 2017
1,929,407
$0 .07
$0 .07
472,705
135,059
Balance
30 June 2017
329,838,682
16,021,604
Shares issued in lieu of accrued corporate advisory
services fees
Issue of shares (rights issue)
Costs of capital raising
31 July 2017
5,500,000
8 August 2017
335,338,682
8 August 2017
–
Conversion of performance shares
29 September 2017
70,000,000
Balance
30 June 2018
740,677,364
$0 .02
$0 .02
–
–
Movements in listed share options (ASX: BIDO)
Details
Balance
Balance
Date
30 June 2017
30 June 2018
110,000
6,706,774
(478,121)
–
22,360,257
Options
28,430,006
28,430,006
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number
of and amounts paid on the shares held . The fully paid ordinary shares have no par value and the Company does not have a limited amount of
authorised capital .
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote .
44
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 21. EQUITY – RESERVES
Foreign currency reserve
Options reserve
Consolidated
2018
$
(129,142)
1,233,626
2017
$
56,687
961,239
1,104,484
1,017,926
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Redeemable
preference
shares reserve
$
Foreign currency
reserve
$
Options reserve
$
Total
$
2,508,785
–
277,527
2,786,312
–
56,687
Consolidated
Balance at 1 July 2016
Foreign currency translation
Reversal due to reverse acquisition
(2,508,785)
Share based payments for RWW acquisition
Share based payments for employees
Balance at 30 June 2017
Foreign currency translation
Share based payments for Advisors
Share based payments for employees
Transfer to retained earnings
Balance at 30 June 2018
–
–
–
–
–
–
–
–
–
–
56,687
(2,508,785)
270,116
413,596
270,116
413,596
–
–
–
56,687
961,239
1,017,926
(185,829)
–
(185,829)
–
–
–
264,417
67,256
264,417
67,256
(59,286)
(59,286)
(129,142)
1,233,626
1,104,484
BidEnergy Limited | ANNUAL REPORT 2018
45
NOTE 22. FINANCIAL INSTRUMENTS
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk),
credit risk and liquidity risk . The Consolidated Entity’s overall risk management program focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the financial performance of the Group . The Group uses different methods to measure
different types of risk to which it is exposed . These methods include sensitivity analysis in the case of interest rate, foreign exchange and other
price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk .
Derivatives are not currently used by the Group for hedging purposes . The Group does not speculate in the trading of derivative instruments .
Market risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange
rate fluctuations, in particular United States dollars .
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated
in a currency that is not the entity’s functional currency . The risk is measured using sensitivity analysis and cash flow forecasting .
The carrying amount of the Group’s foreign currency denominated financial assets and financial liabilities at the reporting date were as follows
(holdings are shown in AUD equivalent):
Consolidated
US dollars
GBP
Assets
Liabilities
2018
$
285,840
13,428
299,268
2017
$
284,504
11,906
296,410
2018
$
2017
$
(53,339)
(205,977)
–
–
(53,339)
(205,977)
Price risk
The Group is not exposed to any significant price risk .
Interest rate risk
The Group does not have any debt that may be affected by interest rate risk .
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group . The Group
has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits . The
Group obtains guarantees where appropriate to mitigate credit risk . The maximum exposure to credit risk at the reporting date to recognised
financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position
and notes to the financial statements . The Group does not hold any collateral .
The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered
into by the economic entity .
46
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 22. FINANCIAL INSTRUMENTS continued
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations
related to financial liabilities . The Group manages this risk by preparing forward looking cash flow analysis in relation to its operational, investing
and financing activities and monitoring its cash assets and assets readily convertible to cash in the context of its forecast future cash flows .
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual
and forecast cash flows and matching the maturity profiles of financial assets and liabilities .
Remaining contractual maturities
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities . The tables have been drawn up
based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid .
The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ
from their carrying amount in the statement of financial position .
Weighted
average
interest rate
%
1 year
or less
$
Between
1 and 2 years
$
Between
2 and 5 years
$
Over
5 years
$
Remaining
contractual
maturities
$
Consolidated – 2018
Non-derivatives
Non-interest bearing
Trade and other payables
–
Total non-derivatives
378,069
378,069
–
–
–
–
–
–
378,069
378,069
Weighted
average
interest rate
%
1 year
or less
$
Between
1 and 2 years
$
Between
2 and 5 years
$
Over
5 years
$
Remaining
contractual
maturities
$
Consolidated – 2017
Non-derivatives
Non-interest bearing
Trade and other payables
–
Total non-derivatives
582,261
582,261
–
–
–
–
–
–
582,261
582,261
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above .
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value .
BidEnergy Limited | ANNUAL REPORT 2018
47
NOTE 23. KEY MANAGEMENT PERSONNEL DISCLOSURES
Directors
The following persons were Directors of BidEnergy Limited during the financial year:
Mr James Baillieu
Non-Executive Chairman (appointed 1 June 2017 as Non-Executive Director,
becoming Non-Executive Chairman on 18 November 2017)
Mr Guy Maine
Managing Director (appointed 17 January 2018)
Mr Anthony Du Preez
Executive Director (appointed 18 November 2017 as Managing Director,
becoming Executive Director and Chief Technology Officer from 17 January 2018)
Ms Leanne Graham
Non-Executive Director (appointed 28 July 2016)
Mr Andrew Dyer
Non-Executive Director (appointed 16 July 2018)
Mr Robert Browning
Non-Executive Chairman (resigned 18 November 2017)
Mr Phillip Adams
Managing Director (resigned 18 November 2017)
Mr Stuart Allinson
Non-Executive Director (resigned on 17 November 2017)
Other key management personnel
The following person also had the authority and responsibility for planning, directing and controlling the major activities of the Consolidated
Entity, directly or indirectly, during the financial year:
Mr Matthew Watson
Chief Financial Officer
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Consolidated Entity is set out below:
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
Consolidated
2018
$
2017
$
880,992
1,163,945
53,845
184,263
54,732
–
43,227
354,498
1,162,327
1,573,175
48
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 24. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the Company:
Audit services –
Audit or review of the financial statements
Other services –
Advisory services
Tax and compliance
Consolidated
2018
$
2017
$
68,000
81,750
22,759
39,006
61,765
129,765
36,250
19,716
55,966
137,716
NOTE 25. CONTINGENT ASSETS AND LIABILITIES
Other than as noted elsewhere within the Annual Report, the directors are not aware of any contingent assets or contingent liabilities
as at 30 June 2018 (2017: Nil) .
NOTE 26. COMMITMENTS
Lease commitments – operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
The company has no capital expenditure commitments as at 30 June 2018 (2017: Nil) .
Consolidated
2018
$
2017
$
172,268
139,871
312,139
174,065
251,772
425,837
BidEnergy Limited | ANNUAL REPORT 2018
49
NOTE 27. RELATED PARTY TRANSACTIONS
Parent entity
BidEnergy Limited is the parent entity .
Subsidiaries
Interests in subsidiaries are set out in note 29 .
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the Directors’ report .
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
2018
$
2017
$
Payment for other expenses:
Consulting fees paid to director related entity (Winton Willesee – through Azalea Consulting)
for provision of Executive Chairman, Non-Executive Director, Company Secretary and office
and administration services
Consulting fees paid to director related entity (Winton Willesee – through Azalea Consulting)
for provision of Corporate services in relation to the Bid Energy Transaction
Consulting fees paid to director related entity (Winton Willesee – through Azalea Consulting)
for provision of Corporate services in relation to capital raising
–
–
–
Consulting fees paid to director (Guy Maine) for provision of sales and market strategy meetings
14,000
Consulting fees paid to director related entity (Andrew Dyer – through Collins Street Management)
for provision of support services
36,000
54,000
12,000
18,000
–
–
Receivable from and Payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2018
$
2017
$
Current payables:
Trade payables to director related entity (Andrew Dyer – through Collins Street Management)
for provision of support services
4,167
–
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date .
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates .
50
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 28. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity .
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Options reserve
Accumulated losses
Total equity
Parent
2018
$
2017
$
(960,544)
(2,281,897)
(960,544)
(2,281,897)
Parent
2018
$
2017
$
4,182,693
3,103,353
12,767,896
7,131,608
103,602
103,602
177,095
177,095
14,891,351
8,552,698
956,099
683,712
(3,183,156)
(2,281,897)
12,664,294
6,954,513
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity guarantees obligations of BidEnergy Inc in relation to the acquisition of RealWinWin (RWW) . The parent entity had no
guarantees in relation to the debts of its subsidiaries as at 30 June 2018 .
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2017 and 30 June 2018 .
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 2017 and 2018 .
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Consolidated Entity, as disclosed in note 2, except for the following:
• Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity .
• Investments in associates are accounted for at cost, less any impairment, in the parent entity .
• Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an
impairment of the investment .
BidEnergy Limited | ANNUAL REPORT 2018
51
NOTE 29. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting
policy described in note 2:
Name
BidEnergy (Operations) Pty Ltd
BidEnergy Limited
BidEnergy Inc
Principal place of business/
Country of incorporation
Australia
United Kingdom
United States
Ownership interest
2018
%
100%
100%
100%
2017
%
100%
100%
100%
NOTE 30. EVENTS AFTER THE REPORTING PERIOD
On 12 July 2018, BidEnergy announced the August 2018 launch date of its new SaaS product “Bid Billy” targeting the SME market prior
to a full residential rollout .
On 20 July 2018, the Consolidated Entity issued 15,301,277 Class E Performance Rights (Rights) to certain eligible employee participants .
The Rights will vest and become exercisable into one fully paid ordinary share for nil cash consideration at the election of the holder on or after
20 July 2019 . The rights have an expiry date of 20 October 2019, provided the holder remains engaged by the Company as a director, officer,
employee or consultant up until the vesting Date .
On 20 July 2018, the Consolidated Entity announced that it had cancelled 191,229 Class A Performance Rights ($0 .125, 1 July 2020) held
by former employees of the Company, in accordance with the terms and conditions of the Company’s Performance Rights Plan under which
they were originally issued .
On 15 August 2018, the Consolidated Entity announced the launch of a pilot program for “BID Billy” in conjunction with the South Australian
Tourism Industry Council . The pilot will offer small to medium South Australian tourism businesses the ability to better manage their energy
bills and consumption .
No other matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect the Consolidated
Entity’s operations, the results of those operations, or the Consolidated Entity’s state of affairs in future financial years .
52
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 31. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES
Loss after income tax benefit for the year
Adjustments for:
Depreciation and amortisation
Share based payments
Listing fees
Ameresco break fee
Loss on sale of plant and equipment
Change in operating assets and liabilities:
(Increase) / decrease in trade and other receivables
Decrease / (Increase) in other assets
Decrease in trade and other payable
Decrease in deferred tax liabilities
(Decrease) / Increase in other liabilities
(Decrease) / Increase in provisions
Net cash used in operating activities
NOTE 32. EARNINGS PER SHARE
Consolidated
2018
$
2017
$
(4,517,631)
(7,185,483)
707,415
331,673
524,633
413,596
–
1,100,000
357,128
54,150
–
–
(49,715)
353,506
(94,185)
(24,176)
(206,239)
(63,277)
196,535
(54,231)
(243,899)
(208,621)
123,303
156,955
(3,151,351)
(5,177,212)
Consolidated
2018
$
2017
$
Loss after income tax attributable to the owners of BidEnergy Limited
(4,517,631)
(7,185,483)
Weighted average number of ordinary shares used in calculating basic earnings per share
686,927,477
325,197,962
Weighted average number of ordinary shares used in calculating diluted earnings per share
686,927,477
325,197,962
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
(0 .66)
(0 .66)
Cents
(2 .21)
(2 .21)
BidEnergy Limited | ANNUAL REPORT 2018
53
NOTE 33. SHARE-BASED PAYMENTS
Director options
As part of director remuneration, the company offers ownership based remuneration in the form of share option plans . The options are issued
for nil consideration and are granted in accordance with guidelines established by the Board . Details of share based director remuneration is
also included in the remuneration report . $42,416 of share based payment expense was recorded in relation to director options for the
financial year 30 June 2018 .
Set out below are summaries of options on issue to directors at financial year end:
Grant date
Expiry date
Exercise price
2018
Balance at the
start of the
year
Granted*
Exercised
30/11/2016
28/07/2020
$0 .10
500,000
–
17/01/2018
16/01/2022
$0 .02
– 15,000,000
500,000
15,000,000
–
–
–
Expired/
forfeited/
other
Balance at
the end of the
year
–
500,000
– 15,000,000
–
15,500,000
* On 17 January 2018, the Consolidated Entity issued 15,000,000 class J director incentive options to Guy Maine . The plan was valued at $121,260,
using Binomial Valuation method . As at 30 June 2018, $39,857 had been recognised as share-based payments .
Grant date
Expiry date
Exercise price
2017
Balance at the
start of the
year
Granted*
Exercised
Expired/
forfeited/
other
Balance at
the end of the
year
30/11/2016
28/07/2020
$0 .10
–
500,000
–
–
500,000
* On 30 November 2016, the Consolidated Entity issued 500,000 class F director incentive options to Leanne Graham . The plan is valued at $6,396,
using Black Scholes Valuation method . As at 30 June 2017, $1,492 has been recognised as share based payments .
54
BidEnergy Limited | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
NOTE 33. SHARE-BASED PAYMENTS continued
Advisor options
The Consolidated Entity issued advisor options for corporate advisory services during the year . These options were independently valued using
the Black-Scholes valuation method . For the year ended 30 June 2018, $264,417 has been recognised as a share based payment expense .
Set out below are the advisor options on issue at financial year end:
Grant date
Expiry date
Class
2018
Balance at
the start of
the year
Exercise
price
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
01/07/2016
30/09/2017 Unlisted Class A
$0 .10
10,798,670
01/07/2016
31/12/2018
Unlisted Class B
$0 .125
9,243,759
01/07/2016
30/06/2019 Unlisted Class D
$0 .15 25,000,000
–
–
–
– (10,798,670)
–
(9,243,759)
– (25,000,000)
–
–
–
08/08/2017
31/12/2020 Unlisted Class G
$0 .03
– 6,000,000
08/08/2017
31/12/2020 Unlisted Class H
$0 .045
– 6,000,000
08/08/2017
31/12/2020 Unlisted Class I
$0 .06
–
8,500,000
–
–
–
– 6,000,000
– 6,000,000
–
8,500,000
Grant date
Expiry date
Class
2017
Balance at
the start of
the year
Exercise
price
Granted
Exercised
01/07/2016
30/09/2017 Unlisted Class A
$0 .10
01/07/2016
31/12/2018
Unlisted Class B
$0 .125
–
–
10,798,670
9,243,759
01/07/2016
30/06/2019 Unlisted Class D
$0 .15
– 25,000,000
–
–
–
Expired/
forfeited/
other
Balance at
the end of
the year
–
–
10,798,670
9,243,759
– 25,000,000
Valuation of options granted during FY18
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date,
are as follows:
Grant date
Expiry date
08/08/2017
31/12/2020
08/08/2017
31/12/2020
08/08/2017
31/12/2020
17/01/2018
16/01/2022
Share price at
grant date
$0 .024
$0 .024
$0 .024
$0 .014
Exercise
price
$0 .030
$0 .045
$0 .060
$0 .020
Expected
volatility
Risk-free
interest rate
Fair value at
grant date
100%
100%
100%
100%
1 .91%
1 .91%
1 .91%
$0 .015
$0 .013
$0 .012
2 .36%
$0 .008
BidEnergy Limited | ANNUAL REPORT 2018
55
Employee performance rights plan
The Consolidated Entity provides ownership-based remuneration schemes to executive directors, nominated employees and key management
personnel . For the year ended 30 June 2018 $24,840 has been recognised as a share based payment expense in relation to performance
rights of employees . Set out below are those performance rights outstanding at the end of the financial year .
Grant date
Expiry date
Class
Exercise price
2018
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
Other
Balance at
the end of
the year
01/07/2016
01/07/2019 Class A
$0 .125
2,424,313
–
–
(191,229)
2,233,084
Grant date
Expiry date
Class
Exercise price
2017
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
Other
Balance at
the end of
the year
01/07/2016
01/07/2019 Class A
$0 .125
–
11,060,722
–
(8,636,409)
2,424,313
Reconciliation of share based payments expense recorded in the statement of profit and loss relating to each class of share based payment:
Performance rights payment
Cancellation of performance rights
Options payment to Directors
Options payment to Advisors
Other share based payments
Consolidated
2018
$
24,840
–
42,416
264,417
2017
$
90,907
261,911
1,492
–
–
59,286
Total share-based payments expense
331,673
413,596
NOTE 34. FUNDS HELD IN TRUST
The Company holds funds and pays utility bills on behalf of its clients . As at 30 June 2018 the amount held on trust was $904,756
(2017: $677,563) .
56
BidEnergy Limited | ANNUAL REPORT 2018
DIRECTORS’
DECLARATION
30 JUNE 2018
In the Directors’ opinion:
• the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations
Regulations 2001 and other mandatory professional reporting requirements;
• the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board as described in note 2 to the financial statements;
• the attached financial statements and notes give a true and fair view of the Consolidated Entity’s financial position as at 30 June 2018
and of its performance for the financial year ended on that date; and
• there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable .
The Directors have been given the declarations required by section 295A of the Corporations Act 2001 .
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001 .
On behalf of the Directors
James Baillieu
Non-Executive Chairman
29 August 2018
BidEnergy Limited | ANNUAL REPORT 2018
57
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BIDENERGY LIMITED
RSM Australia Partners
Level 21, 55 Collins Street Melbourne VIC 3000
PO Box 248 Collins Street West VIC 8007
T +61 (0) 3 9286 8000
F +61 (0) 3 9286 8199
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of BidEnergy Limited
Opinion
We have audited the financial report of BidEnergy Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the Group's financial position as at 30 June 2018 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
54
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
58
BidEnergy Limited | ANNUAL REPORT 2018
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BIDENERGY LIMITED CONTINUED
Key Audit Matters (continued.)
Key Audit Matter
How our audit addressed this matter
Revenue Recognition
Refer to Note 5 in the financial statements
Revenue recognition was considered a key audit
matter, as it is complex and involves significant
management judgements.
The Group’s revenue is primarily derived from the
provision of platform subscription fees, rebate
revenue and energy spend
review services.
Revenue determined for some of the service
contracts
is based on stage of completion,
calculated on the proportion of total costs incurred at
the reporting date compared to management’s
estimation of the total costs of the contract.
Capitalisation of Software Development Costs
Refer to Note 13 in the financial statements
At 30 June 2018, the Group’s balance sheet
includes capitalised software development costs of
$1.5 million, of which $0.9 million has been
capitalised during the financial year.
The calculation of the software development costs
involves significant judgement in respect of factors
such as, probability of future economic benefits and
accuracy of inputs such as wage rate and overhead
calculations.
We identified this as a key audit matter due to the
judgement
in capitalising software
development costs, in particular when capitalising
wages and overheads.
involved
We have completed the following:
•
•
•
•
Assessing whether the Group’s revenue recognition
policies were
in compliance with Australian
Accounting Standards;
Evaluating and testing the operating effectiveness of
management’s
revenue
recognition;
controls
related
to
sample of
For a
transactions,
to
substantiating
supporting documentation, including contracts with
customers;
revenue
transactions by agreeing
rebate
For
revenue substantive analytical
procedures were performed to ensure revenue
was complete;
• Reviewing sales transactions before and after year-
end to ensure that revenue was recognised in the
correct period; and
• Reviewing large or unusual transactions during the
financial year.
Our audit procedures in relation to capitalised research
and development included:
•
•
Assessing whether
for
capitalisation of software development costs is in
accordance with the accounting standards.
the group policy
For a sample of projects that had been capitalised
during the year;
o Challenging management’s assumptions
regarding capitalisation and expected future
benefits;
o Substantiating wage
in
capitalisation to payroll details of employees
in the development team; and
rates
used
o Agreeing overhead allocation of fixed costs;
• Reviewing projects
for any
indicators of
impairment;
•
•
For a sample of projects previously capitalised,
reviewing sales of products during the year to
ensure no indicators of impairment; and
the mathematical accuracy of
Testing
the
amortisation of previously capitalised amounts in
line with the Group Policy.
55
BidEnergy Limited | ANNUAL REPORT 2018
59
Key Audit Matters (continued.)
Key Audit Matter
How our audit addressed this matter
Our audit procedures in relation to management’s
impairment assessment involved the assistance of our
Corporate Finance team where required, and included:
• Assessing management’s determination that the
goodwill and intangible assets should be allocated
to two CGU’s based on the nature of the Group’s
business and the manner in which results are
monitored and reported;
• Assessing the valuation methodology used;
• Challenging
of
key
assumptions, including the cash flow projections,
exchange rates, discount rates, and sensitivities
used; and
reasonableness
the
• Checking the mathematical accuracy of the cash
flow model, and
to
supporting evidence, such as approved budgets
and considering the reasonableness of these
budgets.
input data
reconciling
Impairment of goodwill and intangible assets
Refer to Note 13 in the financial statements
The Group has net book value goodwill of $0.7
million in respect of the acquisitions of subsidiaries
and $1.3 million of other intangible assets as at 30
June 2018. We identified this area as a Key Audit
Matter due to the size of the balance, and because
the directors’ assessment of the ‘value in use’ of the
cash generating unit’s (“CGU’s”) involves significant
judgements about the future underlying cash flows
of the business, discount rates and terminal growth
applied.
For the year ended 30 June 2018 management
the
performed an
goodwill and intangible assets balance by:
impairment assessment of
•
•
calculating the value in use for the CGU’s using
a discounted cash flow model. The model used
cash flows (revenues, expenses and capital
expenditure) for the CGU’s for 5 years, with a
terminal growth rate applied to the 5th year. The
cash flows were then discounted to net present
value using the Company’s weighted average
cost of capital (WACC); and
comparing the resulting value in use of the CGU
to its respective book value.
Management also performed a sensitivity analysis of
the value in use calculations, by varying the WACC
and other assumptions.
Other Information
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 2018, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
56
60
BidEnergy Limited | ANNUAL REPORT 2018
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BIDENERGY LIMITED CONTINUED
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 ability of the Group 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: www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description
forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2018.
In our opinion, the Remuneration Report of BidEnergy Limited., for the year ended 30 June 2018, 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.
RSM AUSTRALIA PARTNERS
J S CROALL
Partner
Dated: 29 August 2018
Melbourne, Victoria
57
SHAREHOLDER INFORMATION
BidEnergy Limited | ANNUAL REPORT 2018
61
The shareholder information set out below was applicable as at 10 August 2018 .
1. QUOTATION
Listed securities in BidEnergy Limited are quoted on the Australian Securities Exchange under ASX code BID (Fully Paid Ordinary Shares)
and BIDO (Listed Options) .
2. VOTING RIGHTS
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
(a) at a meeting of members or classes of members each member entitled to vote may vote in person or by proxy or by attorney; and
(b) on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy
or attorney has one vote for each ordinary share held .
There are no voting rights attached to any Options or Performance Rights on issue .
3. DISTRIBUTION OF SHAREHOLDERS
i) Fully Paid Ordinary Shares
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
Holders
157
174
138
493
350
Units
71,925
586,487
1,102,872
21,971,378
%
0 .01
0 .08
0 .15
2 .97
716,944,702
96 .80
1,312
740,677,364
100.00%
On 10 August 2018, there were 271 holders of unmarketable parcels of less than 360,750 ordinary shares (based on the closing share price
of $0 .1100) .
ii) Listed Options exercisable at $0.10 on or before 30 June 2019
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
iii) Class A Performance Rights
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
Holders who hold more than 20% of securities are:
Jimmy Harjadi – 842,643 performance rights
-
Holders
1
23
15
112
32
Units
5
98,307
148,250
3,932,909
24,250,535
%
0 .00
0 .35
0 .52
13 .83
85 .30
183
28,430,006
100.00%
Holders
Units
–
–
–
144,192
2,088,8921
–
–
–
3
8
11
%
–
–
–
6 .46
93 .54
2,233,084
100.00%
62
BidEnergy Limited | ANNUAL REPORT 2018
SHAREHOLDER INFORMATION
iv) Class E Performance Rights
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
There are no holders who hold more than 20% of securities .
v) Class C Options exercisable at $0.15 on or before 1 July 2019
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
There are no holders who hold more than 20% of securities .
vi) Class E Options exercisable at $0.07 on or before 24 November 2021
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
Holders who hold more than 20% of securities are:
-
- Mr Douglas A Bloom – 1,286,278 options
Ben Franklin Technology Partners of Southeastern Pennsylvania A/C – 1,929,407 options
vii) Class F Options exercisable at $0.10 on or before 28 July 2020
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
Holders who hold more than 20% of securities are:
-
L Graham Trustees Ltd & Erca Trustees (LG) Ltd – 500,000 options
Holders
Units
15,301,278
15,301,2781
100 .00
100.00%
Holders
Units
32,724
23,482,197
23,514,9211
0 .14
99 .86
100.00%
Holders
Units
3,858,8141
3,858,814
100 .00
100.00%
Holders
Units
%
–
–
–
–
%
–
–
–
%
–
–
–
–
%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
20
20
–
–
–
1
33
34
–
–
–
–
3
3
–
–
–
–
1
1
500,0001
500,000
100 .00
100.00%
BidEnergy Limited | ANNUAL REPORT 2018
63
Holders
Units
6,000,0001
100 .00
6,000,000
100.00%
Holders
Units
6,000,0001
100 .00
6,000,000
100.00%
Holders
Units
%
–
–
–
–
%
–
–
–
–
%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8,500,0001
100 .00
8,500,000
100.00%
–
–
–
–
1
1
–
–
–
–
1
1
–
–
–
–
1
1
viii) Class G Options exercisable at $0.03 on or before 31 December 2020
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
Holders who hold more than 20% of securities are:
-
CG Nominees (Australia) Pty Ltd – 6,000,000 options
ix) Class H Options exercisable at $0.045 on or before 31 December 2020
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
Holders who hold more than 20% of securities are:
-
CG Nominees (Australia) Pty Ltd – 6,000,000 options
x) Class I Options exercisable at $0.06 on or before 31 December 2020
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1
Holders who hold more than 20% of securities are:
-
CG Nominees (Australia) Pty Ltd – 8,500,000 options
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BidEnergy Limited | ANNUAL REPORT 2018
SHAREHOLDER INFORMATION
xi) Class J Options exercisable at $0.02 on or before 17 January 2022
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
Holders
Units
–
–
–
–
%
–
–
–
–
15,000,0001
100 .00
15,000,000
100.00%
–
–
–
–
1
1
1
Holders who hold more than 20% of securities are:
-
3XC Pty Ltd – 15,000,000 options
4. SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed on the Company’s register as at 10 August 2018:
Name: Auction Design Pty Ltd
Holder of: 34,483,519 fully paid ordinary shares, representing 10 .74% as at 1 July 2016
Notice Received: 5 July 2016
Name: Blue Lagoon International Corporation
Holder of: 52,766,975 fully paid ordinary shares, representing 8 .18% as at 8 August 2017
Notice Received: 14 August 2017
Name: James Baillieu
Holder of: 61,209,805 fully paid ordinary shares, representing 8 .26% as at 5 May 2018
Notice Received: 7 May 2018
Name: Merriwee Pty Ltd
Holder of: 42,500,000 fully paid ordinary shares, representing 5 .74% as at 22 June 2018
Notice Received: 26 June 2018
5. RESTRICTED SECURITIES
There are no restricted securities listed on the Company’s register as at 10 August 2018 .
6. ON MARKET BUY-BACK
There is currently no on market buy back in place .
BidEnergy Limited | ANNUAL REPORT 2018
65
7. TWENTY LARGEST SHAREHOLDERS
The twenty largest shareholders of the Company’s quoted securities as at 10 August 2018 are as follows:
1
2
3
4
5
6
7
7
7
10
11
12
13
14
15
16
17
18
19
20
20
Name
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
AUCTION DESIGN PTY LTD
CITICORP NOMINEES PTY LIMITED
MERRIWEE PTY LTD
BLUE LAGOON INTERNATIONAL CORPORATION
CG NOMINEES (AUSTRALIA) PTY LTD
ALLINSON TRAUTS PTY LTD
MORRIS & HAY PTY LTD
CAROLYN PALMER
BLUE LAGOON INTERNATIONAL CORPORATION
EREBON PTY LTD
CREGAN HOLDINGS PTY LTD
G4 INVESTORS PTY LTD
NAILO PTY LTD
KEA HOLDINGS PTY LTD
NATIONAL NOMINEES LIMITED
SAPEAME PTY LTD
ANDAMA HOLDINGS PTY LTD
EMHAL PTY LTD
CAPITAL ACCRETION PTY LTD
MR THOMAS ANTHONY CREGAN
Total
No. of Shares
74,704,863
46,469,049
41,693,272
40,000,000
39,606,900
25,000,000
19,634,809
19,634,809
19,634,809
19,024,123
13,500,000
12,500,000
12,374,271
10,908,227
10,000,000
9,945,329
9,610,742
8,703,352
8,500,000
8,000,000
8,000,000
%
10 .09
6 .27
5 .63
5 .40
5 .35
3 .38
2 .65
2 .65
2 .65
2 .57
1 .82
1 .69
1 .67
1 .47
1 .35
1 .34
1 .30
1 .18
1 .15
1 .08
1 .08
457,444,555
61.76%
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BidEnergy Limited | ANNUAL REPORT 2018
SHAREHOLDER INFORMATION
8. TWENTY LARGEST LISTED OPTION HOLDERS – BIDO ($0.10, 30/09/2019)
The twenty largest listed option holders of the Company’s quoted securities as at 10 August 2018 are as follows:
Name
CHINCHERINCHEE NOMINEES PTY LTD
LAMRO PTY LTD
KEA HOLDINGS PTY LTD
MANDA’S SKINCARE PRODUCTS PTY LTD
JIGSAW INVESTMENT HOLDINGS
S & P CAPITAL SUPER PTY LTD
MR MARIO IERARDI + MRS POPPY IERARDI
HOLDREY PTY LTD
EREBON PTY LTD
MR MARK STEWART NICHOLLS
MR NINOS MERZA
TMENA PTY LTD
BAMBURGH PTY LTD
THE SPORTS CAFE AUSTRALIA PTY LTD
MR THOMAS FAGAN
WALSAL NOMINEES PTY LTD NO2
TITAN CAPITAL PTY LTD
DERIDA NO 2 PTY LIMITED
MRS PATRICIA HAIGH
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
GENERATION HOLDINGS PTY LIMITED
ZAHAV INSURANCE & INVESTMENT BROKERS PTY LTD
20
Total
No. of Shares
4,697,220
3,000,000
2,500,000
1,799,873
1,400,000
1,240,500
1,136,742
1,094,929
919,620
900,000
730,000
450,000
435,175
400,000
360,500
350,000
250,239
250,000
205,000
200,000
%
16 .52
10 .55
8 .79
6 .33
4 .92
4 .36
4 .00
3 .85
3 .23
3 .17
2 .57
1 .58
1 .53
1 .41
1 .27
1 .23
0 .88
0 .88
0 .72
0 .70
200,000
22,519,798
0 .70
79.21%
BidEnergy Limited | ANNUAL REPORT 2018
67
CORPORATE DIRECTORY
DIRECTORS
James Baillieu (Non-Executive Chairman)
Guy Maine (Managing Director)
Anthony Du Preez (Executive Director and Chief Technology Officer)
Leanne Graham (Non-Executive Director)
Andrew Dyer (Non-Executive Director)
COMPANY SECRETARY
Erlyn Dale
REGISTERED OFFICE
Suite 5, CPC
145 Stirling Highway
Nedlands, Western Australia 6009
Phone: (08) 9389 3110
Fax: (08) 9389 3199
PRINCIPAL PLACE OF BUSINESS
Floor 7, Suite 9,
530 Little Collins Street
Melbourne, Victoria 3000
Phone: 1800 319 450
SHARE REGISTER
Computershare Investor Services Pty Ltd
Level 2, 45 St Georges Terrace,
Perth, Western Australia 6000
Phone: (03) 9415 4062
AUDITOR
RSM Australia Partners
Level 21, 55 Collins St
Melbourne VIC 3000
STOCK EXCHANGE LISTING
BidEnergy Limited securities are listed
on the Australian Securities Exchange
(ASX code: BID and BIDO)
WEBSITE
www .bidenergy .com
CORPORATE GOVERNANCE STATEMENT
Details of the Company’s corporate governance statement
are included in the Corporate Governance Plan set out on
the Company’s website . This URL on our website is located at:
https://bidenergy .com/investors/
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