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2020
Annual Report
Helping business do bills better
Trading name of BidEnergy (ASX: BID)
Churn
3%
1% Year on Year
improvement (YOY)
Expected group revenue
$12.6M
up $5.7M Year on
Year (82%)
Net upsell
10%
(improved 4% YOY)
FY
Annualised
rebate revenue
$4.4M
up $2.1M YOY (91%)
We operate across Australia, New Zealand, the USA &
the United Kingdom. Our platform offers a complete
utility spend management solution that combines intelligent
bill management automation and industry expertise to
help multi‑site businesses minimize cost while maximising
their control over the complex utility spend category.
CONTENTS
C
Corporate directory
10 Our story so far
2 Helping businesses do bills better
12 Chairman’s letter
4 Our business model
6
Existing operations, support and
services team
8 Global overview
14 Managing director’s letter
18 Board and Key Executives
20 Financial report
IBC Corporate directory
20
Highlights
Annualised subscription revenue
$8.2M
up $3.6M
Year on Year (78%)
Meters
147,900
up 62,700
Year on Year (74%)
Share of revenue
53%
Overseas
47%
AUS
Clients
128
(up 36)
ASR CAGR 81%
Overall CAGR 66%
Jun 16 Sep 16 Dec 16 Mar 17 Jun 17
Sep 17 Dec 17 Mar 18 Jun 18
Sep 18 Dec 18 Mar 19 Jun 19 Sep 19 Dec 19 Mar 20 Jun 20
Expected Annualised Subscription Revenue
Annualised Rebate Revenue
13,000,000
12,000,000
11,000,000
10,000,000
9,000,000
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
1
Helping businesses
do bills better
Bid’s focus through FY20 has been the build‑out of
our Utility Bill capabilities across four key solution
sets, positioning the business as a leading global
solutions provider to many and varied enterprises,
large and small.
2 new
Energy retailer contracts
completed in FY20 with
a further 3 additional
paid pilots adding more
than $1.0M in new ASR
Utility Bill
Management
Utility Bill
Portal
Improve data integrity, bill validation,
streamline the procurement process, and
reduce the overall category bottom line.
Reduce your cost to serve, cost to acquire,
improve client experience, and get closer
to the customer with Bid’s Utility Bill Portal.
Bid’s digitized Utility Bill Management (UBM)
is the only energy management platform
with full Robotic Process Automation (RPA),
capable of processing thousands of utility
bills per minute.
Bid’s Utility Bill Portal is a perfect solution
for water utilities, and telecommunication
companies looking to digitalise their
platforms or client journey and gain
a competitive edge by improving
their end‑user client experience.
Core subscription product
with good growth
Over FY20, more than 30 new clients are
benefiting from the Utility Bill Management
platform, 15 of these were welcomed in
the June quarter alone. These enterprise
multi‑sites clients remain our key focus
across all global geographies.
Good traction – helping Energy
Retailers get closer to their customers
Marquee clients – Origin Energy and Momentum
added in Australia, and with pilots already
underway in the UK, the business sees solving
large scale client data challenges a core focus
and new revenue driver for FY21.
2
Bid Annual Report 2020
There are more than
800,000
small businesses in Australia
that could benefit from an
RPA driven bill management
service. Better rates are at
the core of Bid’s Utility Bill
Concierge solution
$4.4M
in annualised
rebate revenues
Utility Bill
Concierge
Utility
Rebates
Driving on‑line acquisitions for residential
focused B2C clients such as iSelect and SME
targeted acquisition campaigns for Energy
retailers like TOTAL gas & power (UK), our
Utility Bill Concierge extends our Enterprise
capability into mass markets for SME’s and
Residential customers. Utility Bill Concierge
is able to replace manual and call‑centre
focused operating models with web based
end‑to‑end self‑service RPA driven
capabilities, and these services can drive
down energy costs for end users, leveraging
existing energy procurement, bill validation
and bill exception capabilities.
Increasing our reach into Global
SME Mass Market.
Leveraging the capabilities of Utility Bill Concierge
in FY21, Bid intends to increase our global reach
further into the mass SME market.
Comprehensive rebate administration
services for energy efficiency. Available to
clients across the United States and Canada,
Bid’s Rebates services can eliminate the
complex and time‑intensive rebate acquisition
process, from early‑stage guidance during
CapEx budgeting through to pre‑approvals,
site inspections, final applications and
check expediting.
Strong organic growth with
opportunities to cross sell
Utility Bill Management
Our USA team in Philadelphia continue to
deliver with substantial gains in rebate revenues.
Throughout FY20, a number of Fortune 500
companies started using our services. The team
are achieving success cross‑selling to these clients
to drive uptake in Utility Bill Management services
with a number of new clients and acceleration
of SAAS revenue. The USA offers a very large
and less sophisticated market, where RPA can
make a huge difference.
working
with many
3
Our business model
Utility
Bill Portal
Utility
Bill Concierge
Utility
Bill Management
Utility
Rebates
es
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U
T I C P R O C E SS AUTOMATIO
N (R
P
A
)
O
B
O
R
s
Sit e
Bills
DATA
C
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INTEGRITY
D
A
TABASE O F R E
D
R
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C
C
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s
Network Ta r r i f
TINUOUS DATA V E R I F I C
a
t
a
D
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v
Inter
N
T I O
A
Bill Parsing
& Validation
Energy
Procurement
Bill Exceptions
& Analytics
Bill Payments
& Bill Payment
Files
4
Bid Annual Report 2020
Bid provides complex customers of all shapes and sizes with
improved data integrity across a wide variety of utility bills.
Our Robotic Processing Automation (RPA) delivers Utility Bill
Management Solutions, trusted by many to automate manual
processes, improve data visibility, integrity and control.
This accuracy increases peace of mind and the ability to
make smarter, more agile business decisions, especially when
managing essential services in highly volatile markets.
Delivering a
compelling benefit
to customers
5
Existing operations,
support and services team
Bid does more than just automating your bill stream, with our robotic capabilities
through our global leading RPA platform. We love our robots and have over
120 robotic workers as virtual staff members, completing over 2 million tasks per
week, they are supported by 72 human specialists across our global geographies
that take our service to the next level. The robots do the heavy lifting leaving our
people to focus on all things specialist across a range of responsibilities.
120 robotic
workers as
virtual staff
members
6
Bid Annual Report 2020
Onboarding
• Data collection
• Site list creation
•
Inbox management
• Data requests
• Data requests follow up
• Buyer set up
• Account list creation
• Onboarding weekly updates
• Unparsed Bills (from historical upload)
• Bill quarantine (from historical upload)
• Parser quarantine (from historical upload)
Client Services
(Global Helpdesk)
• Postal segregation
• Bill without accounts
• Tender transfer
• Roll in/Roll out
• Complex client/retailer resolutions
• Bill import/LOA issues
•
Invoice not on platform
• Disconnection notices
• Overdue Notice
• Bill on closed sites/final bill
• Unparsed – site not found
• Payment extension
• Meter access email
• E‑billing setup
•
Interruption notices
• Refunds and credits
• Manual Bill for warding
Billing and
Meter Data
• Bill collection
• Missing bills
• Cyborg parsing
• Meter data collection and parsing
• Allocation on unparsed
Payments
• Payment inbox management
• Payment file creation
• Payment file QA
• CW Payments
• Accrual reporting
Tenders,
Validations and
Tariff Reviews
• Tariff data collection
and maintenance
• Cost avoidance reporting
• Billing enquiry management
• Validation threshold management
• Tender management
• Contracts management
• Mark to market analysis
• Budgeting
• Bill quaratine (ongoing bill stream)
7
Global
overview
92% revenue growth to
$4.8M
with underlying positive
EBITDA contribution
USA
Strong first 9 months across rebates
and UBM, with transitory COVID‑19
impacts in the last quarter
The USA saw substantial growth across both core
revenue streams, driven by marquee rebate clients,
and further Utility Bill Management client additions.
Significant progress has been made, state by state,
with the automation of Bill collection and data parsing
with ever‑increasing numbers of robotic workers
covering electronic PDF’s and more recently the ability
to read paper bills via OCR parsing. Recent onboarding
has seen bills under management in the USA more
than double, albeit it that we are at a very early
stage in such a large and opportunity‑rich market.
Much awaits us.
8
Bid Annual Report 2020
United Kingdom
TPI successes
The UK market is unique, more than 80% of all
energy spend is managed via third‑party independent
energy brokers (TPI’s). Bids initial strategy has been to
provide solutions to the leading market participants,
specifically bill collection, validation and bill exception
management. We have been successful with a number
of large TPi’s, who are now selling our solution to their
own multi‑site client base and emerging new client
opportunities. This now sees us working with indirect
sales channels. We continue to work with major utility
retailers, and are gaining traction with other UK based,
global multi‑site solution providers, and starting to
target UK based multi‑site clients direct as we build
our internal sales capability.
900M+
Global Smart Meters
147,900 under
Bid management
$4.4M
Revenue
Europe
Australia/NZ
Expanding into Europe with existing clients
Our emerging business relationships with major UK brands
and TPI’s, are also allowing us to follow their expansion
into the European market. Many UK TPI’s already manage
European utility bills, this enables us to grow our reach
into these markets too. Opening these new markets will
not be capital intensive, rather development effort to
automate bill streaming via new RPA workers to read
bills for each utility retailer is required. Recent core
tech advancements in auto translations and multiple
commodity rates of measure nuances, country by
country ensures we are uniquely positioned to provide
a global solution, that is not capital intensive, does not
have any language barriers, nor does it require any
geographic collocation with resources.
ANZ… Strong client growth, driving
global benchmark
Australia’s client growth accelerated through the
final quarter of FY20, with 13 new enterprise clients,
and over $1.0M in new ASR growth. As our brand
becomes better known, we are being included in more
RFPs, which is further supported by winning more
well known client brands. Australia has also supported
the global development team (GDT) initiatives such
as Utility Retailer Portals, cultivated locally, but are
exported globally providing the benchmark for
other geographic opportunities.
9
Our story so far
From small beginnings, Bid has evolved into a fast
growth, marketplace challenger, disrupting global
incumbents through its unique ability to manage
100’s of thousands of bills across multiple countries
at the speed and accuracy, only our cloud‑based
RPA platform is powered to deliver.
December 2016
Signs BP‑ANZ
Platform launched
in the US
Acquires Real
Win Win (USA
Rebate business)
Passes 8,000
meters under
management
2015
June 2015
Signs Cotton On
Passes 4,000
meters under
management
2016
June 2016
First listed on
the ASX
Passes 5,000
meters under
management
2017
June 2017
Expansion into
the UK with BP
client contract
Passes 9,000
meters under
management
December 2017
Passes 10,000
meters under
management
10
Bid Annual Report 2020
June 2019
Signs Carbon
Numbers, Catalyst
Commercial and
LG in the UK
Signs Aqua
America in the US
Partners with Simble
solutions, UCR, to
help BidBilly reach
SME customers in UK
Origin Pilot
commences
Passes 85,000
meters under
management
June 2018
Passes 15,000 meters
under management
Signs Optus
Signs Salvation Army
2018
2019
December 2018
Signs Joann in the
USA. First 49 State
SaaS Customer
in the USA
Signs Cushman
& Wakefield
Passes 37,000
meters under
management
December 2019
Launches first
UtilityBill Portal with
OriginEnergy, one of
Australia’s largest
energy retailers
Passes 130,000 meters
Annualised
rebates revenue
grows past $3M
A record growth
quarter with 16 new
client additions
2020
June 2020
Signs Momentum
Energy for Utility
Bill Portal
Delivered Total Gas
& Power Customer
Acquisition tool
Launched iSelect
bill upload solution
147,900 meters
Rebate revenues
reach $4.4M total
Expected Group
Revenue at $12.6M
11
Chairman’s letter
Dear Shareholder
It gives me pleasure to present the
2020 Annual Report for BidEnergy
(now Bill Identity, or “Bid”).
Whilst working through various challenges during
the last 12 months, Bid has continued to deliver on its
strategy of creating a global Utility Bill Management
enterprise solution driven by its proprietary robotic
process automation (RPA) technology platform.
Under the stewardship of Managing Director Guy
Maine, Bid has been actively growing its footprint
globally and FY20 was another year of significant
progress. Year on year revenue increased by 77%,
with subscription fee revenue up 66%, and Bid
finished the year with 128 clients, up nearly 40%.
Due to the level of investment to grow our customer
base in new geographies this year, Bid reported a
loss of $6.9M, similar to the loss of $6.6M posted in
FY19 but more meaningful given the progress we
have made over the past 12 months.
Among the highlights in FY20 was a three‑year
agreement with Origin Energy, as well as Momentum
Energy (Hydro Tasmania) signing on for our solution
for its commercial and industrial (C&I) client base.
We secured new clients in the US and UK, including
working with a large global energy company as it
rolls out electricity retailing in the UK next year, and
launching an online customer acquisition tool for
Total Gas & Power in the UK. We launched in new
territories including Germany and Hungary; secured
36 net new multi‑site clients globally and grew
our revenue to $9.4M, despite operating against a
backdrop of COVID‑19. With this momentum in place,
we are confident of achieving an even stronger
performance in the year ahead, bolstered by a
strong cash balance of $8.3M.
We thank our shareholders for their support during
the year, including participating in a $5.1M placement
and $1.6M share purchase plan. We see a tremendous
opportunity for growth, particularly in the large US
market, and are executing a strategy to capitalise
on our first‑mover advantage there.
Under the stewardship of Managing Director Guy Maine, Bid has been
actively growing its footprint globally and FY20 was another year of
significant progress. Year on year revenue increased by 77%.
12
Bid Annual Report 2020
Placement
Share purchase plan
$5.1M
&
$1.6M
funds enabling Bid to execute
on global expansion plans
I thank our outgoing chairman Andrew Dyer,
who recently retired from his role, as well as my
fellow Board members for their contribution to Bid.
My fellow board members & I are very pleased
to welcome David Hancock to the board as a
Non‑executive Director. David brings over 30 years of
broad experience in financial services and technology
to the company, including his most recent role as
I would also like to thank Management and Staff
for their tireless efforts over the past 12 months,
particularly when working remotely and helping
our customers through a difficult operating period.
With an ever growing global customer pipeline, we can
expect another busy and productive year for Bid as the
company continue to leverage its powerful platform,
and I hope you share that journey with us.
Geoff Kleemann
Interim Chairman
My fellow board members
& I are very pleased to welcome
David Hancock to the board as a
Non‑executive Director. David brings
over 30 years of broad experience
in financial services and technology
to the company.
Executive Director at Afterpay where he was involved
in scaling the business globally. The Company is now
undertaking a global search for a suitably skilled
Chairman to help lead Bid through its next phase
of growth.
Year on year,
Bid’s revenue
increased by
77%
13
Managing director’s letter
Dear Shareholder
I would like to begin by thanking my team for their extraordinary
efforts, especially through COVID‑19 related lockdowns which
have seen the team operate from home, in all geographies,
since March 2020.
They are to be commended for their resilience,
determination and focus and are to be credited for
the strong revenue growth performance we achieved.
They have my sincere thanks. Looking back on
2020, whilst it has been a challenging period for our
company, we did achieve important breakthroughs
in several areas. Following through on our strategy
to invest further in the business to facilitate growth,
particularly in the first half of FY20, we are now seeing
positive signs of accelerating sales and revenue growth
across all our markets. This is evidenced by the fact
we now handle more than $1.4 billion of energy and
commodity spend for our clients and have become
tightly integrated in their business operations.
More importantly with the recent announcement
with JLL for one of the world largest global banks,
from October 2020 we will be operating in more
than 37 countries. This make us truly global!
With this growth momentum, we changed our
trading name from BidEnergy to “Bill Identity”, or
b.id (Bid) for short, across Australia, USA and UK.
This rebranding better reflects our current offerings
and growing market opportunities. In the USA, for
example, we now manage bills for a range of
commodities other than Energy; Water bills, land
taxes, Waste and Telecommunications as a starter.
We want to be known for more than just Energy.
The new branding and website, www.billidentity.com,
has allowed our Company to improve its sales
channels and clearly communicate its customer
value propositions.
Bid is building a business on its unique robotic
process automation (RPA) cloud based platform,
which gives our clients greater control over their
energy and commodity spend. With RPA becoming
more broadly accepted and understood, we are
confident we can further grow our client base as
customers become more aware of how they can
use this technology to their advantage. In addition, the
low churn rate of 3% achieved in FY20 demonstrates
that once we sign clients, they tend to stay with us.
With COVID‑19, whilst we saw some transitory impacts
in the second half, it has accentuated the need for
enterprise large and small, to tackle change and
realise the benefits of outsourced automation as
both a cost reduction strategy and business
improvement initiative. We think further tail winds
assisting acceptance will become apparent as more
companies adopt this game changing technology.
Looking back on 2020, whilst it has been a challenging period for our company,
we did achieve important breakthroughs in several areas. Following through
on our strategy to invest further in the business to facilitate growth, particularly
in the first half of FY20, we are now seeing positive signs of accelerating sales
and revenue growth across all our markets.
14
Bid Annual Report 2020
Bid is building a business on its unique robotic
process automation (RPA) cloud based platform,
which gives our clients greater control over their
energy and commodity spend.
Annualised Subscription
Revenue CAGR of
81%
ASR CAGR 81%
Overall CAGR 66%
13,000,000
12,000,000
11,000,000
10,000,000
9,000,000
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
Jun 16 Sep 16 Dec 16 Mar 17 Jun 17
Sep 17 Dec 17 Mar 18 Jun 18
Sep 18 Dec 18 Mar 19 Jun 19 Sep 19 Dec 19 Mar 20 Jun 20
Expected Annualised Subscription Revenue
Annualised Rebate Revenue
Total Expected Group Revenue of $12.6M achieved
by the end of FY20. Bid’s total operating revenue
grew to $9.4M in FY20, a 77% year on year increase
on the FY19 total of $5.3M. This growth was achieved
through the combination of growth in Bid’s subscription
fee revenue up 66% to $4.9M, together with strong
USA‑based energy rebate revenues which contributed
$4.5M of revenue (FY19: $2.4M). This was delivered
through significant growth in new client contracts
in Australia and overseas, as well as recurring
revenue from existing clients who took up additional
commodities and platform services.
After providing for income tax, Bid’s consolidated
loss amounted to $6.9M (FY19: $6.6M) with underlying
EBITDA* loss increasing 5% to $4.9M. Through the
first half of FY20 we invested in our people to ensure
that we are well positioned to capture increased
opportunities that are becoming more apparent.
We completed our team build in the UK and added
to our salesforce, product development and
operations teams to execute and deliver on these
growing opportunities.
15
Managing director’s letter (cont’d)
We successfully raised $5.1M (before costs) through
share placements from sophisticated and institutional
investors and $1.6M through a share purchase plan
from eligible shareholders, and these funds allowed
Bid to accelerate its expansion in the USA, UK and
European markets through the investment highlighted
above and to service a growing and emerging portfolio
of large UK‑based customers, and the even larger
opportunity the USA represents.
Operating Across
37 countries
From October 2020,
Bid will be operating
across 37 countries
During the year, we launched our first “white label”
solution for the Facility Management industry with
Cushman and Wakefield and their 17 Australian based
clients, and our platform was white labelled through
our agreement with Origin Energy, which saw our
technology providing services to over 14,500 important
Commercial & Industrial (C&I) clients in another
“first” with our Utility Bill Portal solution.
Bid demonstrated growth across multiple geographies.
In Australia, we scored important new contract wins
with iSelect, Origin Energy, Momentum Energy and
several other large Australian enterprises. Our Origin
Energy portal rollout successfully launched in
mid‑February, with all accounts now active, and the
first full monthly billing completed in March 2020.
Phase 2 of the rollout commenced and was completed
in the 2nd half of FY20 with additional features to
support Origin’s broker community, together with
other portal enhancements.
16
Bid Annual Report 2020
In the UK, our focus on energy brokers (TPI) delivered
several new important clients, including a large broker
that took on Bid’s full‑service capabilities for significant
meter coverage. Operations under this contract are
set to launch through the first half of FY21. In addition,
Bid launched an online customer acquisition tool,
working with Total Gas & Power to create an online
pricing solution for small businesses of which the
first phase has been deployed and is now live in the
UK market.
In addition, Bid will pilot an e‑billing solution for a large
global energy company to cover its electricity retailing
rollout in the UK. Bid signed an agreement to produce
PDF bills to support a large global company to rollout
as an energy retailer in the UK market. The agreement
covers 12 months of a paid pilot program prior to an
expected rollout in 2021.
As a result of these successes, the business is now
certain that its focus on four core revenue pillars will
facilitate upside growth and scale in FY21 and beyond.
Utility bill Management for enterprise and Facilities
management clients, Utility Bill Portal for Energy
retailer solutions such as Origin, Utility Bill Rebates in
the USA, and finally our Utility Bill Concierge for the
SME addressable marketplace. The team are ready to
now grow these revenue streams across multiple global
markets given the proof points already delivered.
Globally, from the UK we have expanded into Europe,
signing an agreement with leading European energy
consultancy Core Energy Services to launch services
in Hungary in June 2020, utilising our unique RPA
cloud‑based platform for up to an initial 1,000 sites
over 12 months. Alongside this, Bid is working with an
existing partner to progressively rollout services in the
German market. Bid’s RPA platform has been trained
to read different languages on utility bills, allowing
Bid to entertain new non‑English geographic expansion.
Bid recently optimised its RPA platform to read
scanned bills, which solves the manual workflow
issue associated with countries such as the USA
and within Europe, where many retailers still issue
paper‑based utility bills.
Given the agility our platform provides our client base,
we were able to recontract a number of energy supply
agreements for them, some delivering substantial annual
savings in the millions of dollars, and for one particular client
in the tens of millions.
In the US, our team is executing well on our strategy
announced in CY19 after we developed a pipeline of
multi‑site opportunities, with a first mover advantage.
Developing robotic workers that can decipher many
unique bill formats for thousands of energy retailers
across the US accurately and efficiently will provide
an unparalleled automated service that is not yet seen
there. We secured several important initial regional
contract wins through the 2nd half in the US however
as the US represents such a large market opportunity
for Bid, across all states, we expect to achieve many
more in the year ahead.
Of course, all of this was achieved amid the global
pandemic, which, as I mentioned previously, saw our
staff operating remotely since early March. With our
focus on ensuring existing clients continued to be
well serviced, we also made sure to help customers
reduce their costs in energy and commodity spend.
Given the agility our platform provides our client base,
we were able to recontract a number of energy supply
agreements for them, some delivering substantial
annual savings in the millions of dollars, and for one
particular client in the tens of millions. As clients of
ours know, because their bill data is live in the cloud,
accurate and up to date, you can act immediately
on market fluctuations, and we were pleased to do
so when the energy market dropped suddenly.
There have been transient impacts on the business
due to COVID‑19, with the June quarter seeing a delay
in cash receipts from customers. The closure of many
US offices during the June quarter also impacted
our ability to execute new UBM contracts that remain
in our pipeline, however these are viewed only as
delays rather than lost business. With the US now in
recovery mode, we expect US sales momentum to
start its rebound.
With the past year of investment completed, and
operating conditions expected to improve moving
forward, we are ready to execute on our strategy to
achieve a greater market share – both in Australia
and internationally – in FY2021
Guy Maine
Managing Director
17
Board and Key Executives
Geoff Kleemann
Experience and expertise: Mr Kleemann commenced his career at
Deloitte, and subsequently completed approximately twenty years as
a senior executive in a listed environment, as Chief Financial Officer
for Crown Limited, Publishing and Broadcasting Limited, Woolworths
Limited and Pioneer International Limited.
Other current directorships: Independent Non‑Executive Director
of Domain Holdings Australia Limited (ASX: DHG)
Former directorships (last 3 years): None
Interests in shares: 201,725 fully paid ordinary shares
Interests in options: 259,933 unlisted options (which includes 51,725
Class L Options that expire on 8 November 2020)
Interests in rights: None
Leanne Graham
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 VPC Limited (ASX: VPC)
Non‑Executive Director of archTIS Limited (ASX: AR9)
Former directorships (last 3 years): Apps Village Limited (ASX: APV)
Interests in shares: 217,717 fully paid ordinary shares
Interests in options: 519,568 unlisted options (which includes 17,242
Class L Options that expire on 8 November 2020)
Interests in rights: None
Interim Non‑Executive Chairman
Non‑Executive Director
18
Bid Annual Report 2020
Non‑Executive Director
Managing Director
(appointed 17 January 2018)
David Hancock
Experience and expertise: David Hancock was appointed a Non‑Executive
Director on 27 August 2020. David brings to b.id over 30 years of broad
experience in financial services and technology companies. This experience
includes being the Group Head and Executive Director at Afterpay Touch
where he worked with the founders to build the company from IPO to
an ASX Top 100 listed company. David was also one of Afterpay’s first
shareholders. David’s time at Afterpay included leading the Company at
a time it sought expansion into global markets, specifically the UK and
the USA. David has also held numerous executive and board positions
at a variety of leading financial institutions including Commonwealth
Bank, Tower Insurance – where he was Chief Executive Officer, and at
JPMorgan where he was a Managing Director with responsibilities in
Australia, New Zealand, Asia and Japan across various operations.
Other current directorships: None
Former directorships (last 3 years): Afterpay Ltd (ASX: APT)
ELMO Software Ltd (ELO)
Interests in shares: 70,000 fully paid ordinary shares
Guy Maine
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: None
Former directorships (last 3 years): None
Interests in shares: 188,525 fully paid ordinary shares
Interests in options: 2,686,330 unlisted options
Interests in rights: None
19
Board and Key Executives (cont’d)
Anthony Du Preez
The CTO and original founder of Bid, Anthony Du Preez, has spent the
last 18 years designing and building advanced auction‑based markets
for a range of industries including logistics, supply chain, port capacity,
forestry timber, energy, and carbon permits. Anthony has a passion for
Robotic Process Automation (RPA), Artificial Intelligence (AI), machine
learning and cognitive automation.
As CTO at Bid Anthony is responsible for the development and direction
of our SaaS platform and is constantly looking for advancements to
add further value to Bid clients. BigData insights and the development
of further ways to utilize our world class technology to assist business
to automate, manage and use data to ensure clean information is
immediately available to make critical agile business decisions .
His education a Bachelor of Engineering (First Class Honors), an
MBA from the Melbourne School of Business and a post‑graduate
in advanced management at Berkeley University in San Francisco,
the United States has provided a firm foundation for Anthony to
become a thought leader in “Orchestrated RPA” for complex business
processes and the application of Machine Learning technology in
the Utility bill Management space
Darren Knihnicki
Darren Knihnicki is an experienced commercial executive with a
proven track record in driving shareholder value and growth on a
global scale. Mr. Knihnicki has over 15 years’ experience working both
locally and globally across a multitude of technology organisations.
He has extensive cross‑sector experience and has previously worked
as CFO for eNett and Assembly Payments and also Chief Commercial
Officer for Tapendium.
Founder and
Chief Technical officer
Chief Commercial Officer
20 Bid Annual Report 2020
Chief Operating Officer
President USA
Marco Miranda
Marco Miranda joined Bid in March 2020 and was in July 2020
promoted to the role of Chief Operating Officer, leading our global
services and operations teams.
Prior to Bid, Marco spent the last 25 years working with some of
Australia’s leading Telco and Media brands, his experience and
leadership has been focused on scaling tech driven businesses.
With executive‑level positions across a number of functions,
including sales & revenue, end‑to‑end customer experience and
business transformation.
Marco has an infectious‑passion and energy for people and teams,
improving the customer experience and transforming operating‑models.
Rodney Frye
Rodney Frye has over 30 years’ experience in successfully bringing
products and start up organizations to the North America market.
While serving as President of Intelledox, an Australian based company,
Rodney was responsible for building and leading the Intelledox’s
North American operations. Prior to its acquisition in July, 2019,
Intelledox was rapidly established as a leader in the Workflow and
Content automation space as well as the Digital Transformation space.
Prior to joining Intelledox, he served as Vice President, North America
Sales at Thunderhead, a United Kingdom company, where he was
part of the leadership team that successfully brought and established
the brand as a leader in the Customer Engagement market in North
America. Prior to Thunderhead, Rodney held sales and technical
positions at Pitney‑Bowes Software, and Image Sciences (now part
of the Oracle family).
Rodney holds a Bachelor of Business Administration, Data Processing
and Analysis from McCombs Business School, University of Texas, at
Austin and has been trained in Solution Selling, Dale Carnegie Selling
and Sales Psychology.
21
Board and Key Executives (cont’d)
Simon Farmer
Simon Farmer has 15 years’ experience within the Energy Industry both
as a major energy user, client side and working for leading UK supplier
NPower. More recently Simon has led the energy divisions of some of
the UK largest FM business’ , at the likes of G4S and Amey. Now 2 years
into the exciting journey with B.ID rapidly scaling the UK business and
launching into Europe.
Lior Harel
Lior Harel was appointed as General Counsel & Company Secretary
on 28 September 2020. Lior came to b.id having spent just under 2 years
as General Counsel and Company Secretary of Cronos Australia Ltd,
a medicinal cannabis company with operations in Australia and Asia.
Prior to Cronos Australia, Lior was the Chief Legal Counsel of SEEK.com.au
for approximately 7 years, focusing primarily on M&A and Corporate
Finance transactions for SEEK’s Australian and Asian businesses.
Lior commenced his career at leading Australian commercial law firm,
Arnold Bloch Leibler, rising to Senior Associate. Lior holds an LLB and
a BA from the University of Melbourne.
Vice President UK
General Counsel &
Company Secretary
22
Bid Annual Report 2020
Contents
24 Directors’ report
47 Statement of Cash Flows
43 Auditor’s independence declaration
48 Notes to the financial statements
44 Statement of profit or loss and other
85 Directors’ declaration
comprehensive income
45 Statement of financial position
46 Statement of changes in equity
86
Independent auditor’s report
91 Shareholder information
23
Directors’ report
The Directors present their report, together with the financial statements, on 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 2020.
Directors
The following persons were Directors of BidEnergy Limited during the financial year and up to the date of this report, unless
otherwise stated:
Geoffrey Kleemann
Guy Maine
Leanne Graham
Andrew Dyer
Principal activities
(Interim Chairman) (appointed as Non‑Executive Director on 1 September 2019,
became Interim Chairman on 10 June 2020)
(Managing Director)
(Non‑Executive Director)
(Non‑Executive Chairman) (retired from the Board on 30 June 2020)
During the financial year the principal continuing activities of the Consolidated Entity consisted of carrying on its business
as a provider of Utility Bill Management services through the deployment of its cloud‐based software platform. In the
US only, the consolidated entity also earns revenue from its rebate management business whereby fees are earned
from clients for managing the submission of information to energy retailers to facilitate the processing of rebates
under the ‘Energy Efficient Infrastructure Program’ applicable in the US.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
BidEnergy’s total operating revenue grew to $9.4M in FY20 (FY19: $5.3M) representing a 77% increase year on year. Importantly
this growth was achieved through the combination of growth in BidEnergy subscription fee revenue up 66% to $4.9M, together
with strong USA based energy rebate revenues which also grew during the year contributing revenue of $4.5M (FY19: $2.4M).
This was delivered through significant growth in new client contracts, here in Australia and overseas, as well as recurring revenue
from existing clients who took up additional commodities and platform services. BidEnergy clients grew to 128 at 30 June 2020,
from 92 at 30 June 2019.
Underlying EBITDA* loss increased 5% to $4.9M for FY20 as the Consolidated Entity continued to invest this year in its salesforce,
product development and operations to enable it to execute and deliver on growing opportunities domestically and overseas.
The Consolidated Entity has made significant investment in its solution for facilities management, energy brokers, and energy
retailer portals, where we see substantial scale opportunities. The Consolidated Entity has a strong sales pipeline on which to
execute and the investment made in advancing the companies technology provides a solid platform for growth in FY21.
The loss for the Consolidated Entity after providing for income tax amounted to $6.9M (FY19: $6.6M). A reconciliation of
underlying EBITDA to loss for the year is contained in note 4, operating segments.
During the 2020 financial year, the Consolidated Entity successfully raised $5.1M (before costs) through share placements from
sophisticated and institutional investors and $1.6 million through a share purchase plan from eligible shareholders. The funds
will be utilised to accelerate the Company’s expansion in the USA, UK and European markets through the investment in local
sales and operational support to service a growing and emerging portfolio of large UK‑based customers, and the even larger
opportunity the USA represents. At 30 June 2020 the Company held $8.3M in cash.
24 Bid Annual Report 2020
Directors’ report continued
BidEnergy Subscription Fee Revenue
Rebate Revenue
BidEnergy non‑subscription fee revenue
Total Revenue
Underlying EBITDA*
Statutory net loss after tax
FY20
$’000
4,867
4,421
100
9,388
(4,875)
(6,911)
FY19
$’000
% Favourable/
(Unfavourable)
2,924
2,353
27
5,304
(4,662)
(6,566)
66%
88%
270%
77%
(5%)
(5%)
* Underlying EBITDA is a non‑IFRS measure calculated as earnings before income tax, and before depreciation and amortisation, capitalised
salaries, share based payments, reorganisation costs, transaction fees, net finance costs and foreign exchange as detailed in note 4 of the
financial report.
** AASB 16 Leases was adopted for the first time requiring capitalisation and amortisation of the Consolidated Entity’s Right of Use Assets, as
outlined in note 2 of the financial statements. The modified retrospective approach was used and as such the comparatives have not been
restated. Therefore, the current and comparative EBITDA is not directly comparable.
Significant changes in the state of affairs
On 3 July 2019, the Company issued 655,201 fully paid ordinary shares at an issue price of $0.68 (68 cents) per share pursuant
to the exercise of BIDO Listed Options, raising $445,537.
On 9 July 2019, the Company issued 1,051,016 fully paid ordinary shares as Shortfall Shares from the Underwriting agreement
between the Company and Canaccord Genuity (Australia) Limited at an issue price of $0.68 (68 cents), raising $714,691.
The Company issued a total of 2,250,198 fully paid ordinary shares pursuant to the conversion of Class E Performance Rights, including:
•
•
•
•
1,227,727 fully paid ordinary shares on 26 July 2019;
353,540 fully paid ordinary shares on 5 August 2019;
114,005 fully paid ordinary shares on 13 August 2019; and
554,926 fully paid ordinary shares on 11 September 2019.
On 5 August 2019, the Company issued 110,000 Class F Performance Rights for nil cash consideration, as an equity‑based
incentive component to the remuneration package of a senior employee of the BidEnergy Limited Group.
On 11 September 2019, the Company issued 257,354 Shares for nil cash consideration, to the certain employees of the Company
as an equity‑based component of their remuneration.
On 14 October 2019, the Company completed a placement to sophisticated and professional investors (“Placement Participants”)
under which the company issued a total of 8,750,001 fully paid ordinary shares at an issue price of $0.58 per share to raise
$5,075,000 (before costs) (“Placement”). On 8 November 2019, the Placement Participants also received one free attaching Class
L Option for every share subscribed for under the Placement, in accordance with the terms of the Placement. Each Class L Option
has an exercise price of $0.75 (75 cents), and an expiry date of 8 November 2020.
During November 2019 and December 2019, the Company also raised a further $1,603,506 (before costs) by the issue of 2,764,665
fully paid ordinary shares at an issue price of $0.58 per share under a SPP for eligible shareholders. Pursuant to the terms of the
SPP Offer, participants under the SPP also received one free attaching Class L Option for every share subscribed for under the
SPP. Each Class L Option has an exercise price of $0.75 (75 cents), and an expiry date of 8 November 2020.
On 13 January 2020, the Company issued 655,000 fully paid ordinary shares at an issue price of $0.75 (75 cents) per share
pursuant to the exercise of Class L Options, raising $491,250.
On 24 January 2020, the Company issued 774,267 fully paid ordinary shares pursuant to the exercise of 490,530 Class L Options
at an issue price of $0.75 (75 cents) per share and 283,737 Class E Options at an issue price of $0.476 (47.6 cents) per share,
raising $502,956.
On 31 January 2020, the Company issued 44,500 fully paid ordinary share at an issue price of $0.75 (75 cents) per share pursuant
to the exercise of Class L Options, raising, raising $33,375.
25
Directors’ report continued
On 7 February 2020, the Company issued 200,000 fully paid ordinary shares at an issue price of $0.75 (75 cents) per share
pursuant to the exercise of Class L Options, raising $150,000.
On 10 February 2020, the Company issued 471,938 Class P Options with an exercise price of $1.70 per option, expiring
7 February 2024.
On 14 February 2020, the Company issued 130,700 fully paid ordinary shares at an issue price of $0.75 (75 cents) per share
pursuant to the exercise of Class L Options, raising $98,025.
On 21 February 2020, the Company issued 7,500 fully paid ordinary shares at an issue price of $0.75 (75 cents) per share
pursuant to the exercise of Class L Options, raising $5,625.
On 28 February 2020, the Company issued 39,485 fully paid ordinary shares at an issue price of $0.75 (75 cents) per share
pursuant to the exercise of Class L Options, raising $29,613.
On 9 March 2020, the Company issued 1,073,000 fully paid ordinary shares pursuant to the conversion of Restricted Share Units.
On 16 March 2020, the Company announced that it had resolved proceedings issued by its former Chairman, Mr James Baillieu
against the Company in the Supreme Court of Victoria.
On 25 March 2020, the Company issued 161,606 Class G Performance Rights for nil cash consideration, as an equity‑based
incentive component to the remuneration package of a senior employee of the BidEnergy Limited Group. The Performance
Rights will expire on 25 June 2021.
On 8 April 2020, the Company granted the following securities under the Employee Incentive Plan:
•
•
•
436,677 Class B Restricted Stock Units (“RSUs”) for nil consideration, expiring 7 April 2023. The RSUs will automatically vest
upon the satisfaction of both performance conditions and retention conditions;
873,077 Class H Performance Rights for nil consideration, expiring 7 April 2023. The Performance Rights will automatically
vest upon the satisfaction of both performance conditions and retention conditions; and
140,950 Class I Performance Rights for nil consideration, expiring 7 April 2023. The Performance Rights will automatically
vest upon the satisfaction of both performance conditions and retention conditions.
On 12 May 2020, the Company issued 105,887 Class J Performance Rights for nil cash consideration under the Employee
Incentive Plan, expiring 12 May 2021. The Performance Rights will vest three months from the date of grant, subject to the holders
remaining employed by the Company at the date of vesting. The above securities were issued to certain employees of the
Company who have elected to participate in a program to help preserve the Company’s cash during the COVID‑19 impact period.
On 10 June 2020, the Company appointed Non‑Executive Director, Geoffrey Kleemann, as Interim Chairman, following advice
from outgoing Chairman, Andrew Dyer, of his intention to retire as director of the Company, effective from 30 June 2020.
On 12 June 2020, the Company issued the following securities under its Employee Incentive Plan:
•
•
•
148,969 Class K Performance Rights for nil consideration, expiring 12 June 2021. The Performance Right will vest on
12 September 2020, subject to the holder remaining employed by the Company on vesting date;
68,625 Class C Restricted Stock Units “RSUs” for nil consideration, expiring 12 June 2021. The RSUs will vest on
12 September 2020, subject to the holder remaining employed by the Company on vesting date; and
54,651 Class L Performance Rights for nil consideration, expiring 12 June 2021. The Performance Right will vest on
12 September 2020, subject to the holder remaining employed by the Company on vesting date.
The above securities were issued to certain employees of the Company who have elected to participate in a program to help
preserve the Company’s cash during the COVID‑19 impact period.
Other than as noted elsewhere in this report, there were no other significant changes in the state of affairs of the Consolidated
Entity during the financial year.
26
Bid Annual Report 2020
Directors’ report continued
Matters subsequent to the end of the financial year
On 13 July 2020, the Company issued 174,424 Class M Performance Rights under its Employee Incentive Plan. The above
securities were issued to certain employees of the Company who have elected to participate in a program to help preserve
the Company’s cash during the COVID‑19 impact period. The Performance Rights will vest on 13 October 2020, subject to the
holder remaining employed by the Company on vesting date.
On 17 July 2020, the Company issued 110,000 fully paid ordinary shares on conversion of Class F performance rights.
On 29 June 2020, the Chief Financial Officer tendered his resignation, effective 28 July 2020.
The impact of Coronavirus (COVID‑19) pandemic is ongoing and while there have been mixed financial and operational impacts
for the Consolidated Entity up to 30 June 2020, it is not practical to estimate the potential impact, positive or negative, after the
reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and
other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus
that may be provided.
On 21 May 2020, BidEnergy Inc entered into the Paycheck Protection Program and took out USD$242,030 (AUD$351,291) in
promissory note with TD Bank, N.A. The promissory note has a fixed interest rate of 1% and matures 2 years from the date
of issue. BidEnergy Inc must pay monthly principal and interest payments on the outstanding principal balance of the loan
amortised over the term of the loan, unless otherwise forgiven in whole or part in accordance with the Coronavirus Aid,
Relief, and Economic Security Act (“CARES Act”).
Pursuant to the terms of the CARES Act and any implementing rules and regulations, BidEnergy Inc will apply for the loan to be
forgiven by the Small Business Administration (“SBA”, an Agency of the United States of America) in whole or in part beginning
no sooner than seven (7) weeks from the date of the Note. Any loan balance remaining following forgiveness by the SBA will
be fully reamortized over the remaining term of the loan.
BidEnergy Inc is meeting its obligations under the act, and intends to apply for forgiveness in the 1st quarter of FY21.
On 12 August 2020, the Company issued 105,887 fully paid ordinary shares on conversion of Class J performance rights.
On 17 August 2020, the Company issued 1,950,000 Class Q Options with an exercise price of $1.26 per option, expiring
17 August 2024.
On 21 August 2020, the Company issued 134,485 fully paid ordinary shares at an issue price of $0.75 (75 cents) per share
pursuant to the exercise of Class L Options, raising $100,863.
No other matter or circumstance has arisen since 30 June 2020 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 Utility Bill Management services. Growth
will be targeted at continued Australian, New Zealand, US and UK expansion, upselling existing platform services,
and cross selling
the BidEnergy platform to Bid US customers. 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.
27
Directors’ report continued
Information on Directors
Name
Title
Experience and expertise
Geoffrey Kleemann
Interim Chairman (appointed as Independent Non‑Executive Director on
1 September 2019, became Interim Chairman on 10 June 2020)
Mr Kleemann commenced his career at Deloitte, and subsequently completed
approximately twenty years as a senior executive in a listed environment,
as Chief Financial Officer for Crown Limited, Publishing and Broadcasting Limited,
Woolworths Limited and Pioneer International Limited.
Other current directorships
Independent Non‑Executive Director of Domain Holdings Australia Limited (ASX: DHG)
Former directorships (last 3 years)
Non‑Executive Director of Investa Office Fund (ASX: IOF, delisted in December 2018)
Interests in shares
Interests in options
201,725 fully paid ordinary shares
51,725 unlisted Class L options
208,208 unlisted Class N options
Interests in rights
None
Name
Title
Experience and expertise
Guy Maine
Managing Director
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
Former directorships (last 3 years)
None
None
Interests in shares
Interests in options
188,525 fully paid ordinary shares
2,205,883 unlisted Class J options
300,000 unlisted Class M options
180,447 unlisted Class N options
Interests in rights
None
28 Bid Annual Report 2020
Directors’ report continued
Name
Title
Experience and expertise
Leanne Graham
Independent Non‑Executive Director
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
Executive Chair of VPC Limited (ASX: VPC)
Non‑Executive Director of archTIS Limited (ASX: AR9)
Former directorships (last 3 years)
Non‑Executive Director of AppsVillage Australia Limited (ASX: APV)
Interests in shares
Interests in options
217,717 fully paid ordinary shares
294,118 unlisted Class K options
17,242 unlisted Class L options
208,208 unlisted Class N options
Interests in rights
None
29
Directors’ report continued
Name
Title
Andrew Dyer
Independent Non‑Executive Chairman (retired on 30 June 2020)
Qualifications
B.E (Hons), MBA, MAICD
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
Former directorships (last 3 years)
None
None
Interests in shares
Interests in options
202,725 fully paid ordinary shares on the date of retirement
147,059 unlisted Class K options on the date of retirement
277,611 unlisted Class N options on the date of retirement
51,725 unlisted Class L options on the date of retirement
‘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.
30 Bid Annual Report 2020
Directors’ report continued
Company secretary
Miss Erlyn Dale
Miss Dale is an experienced corporate professional with a broad range of corporate governance and capital markets
experience, having been involved with several public company listings, merger and acquisition transactions and capital
raisings for ASX‑listed companies across a diverse range of industries.
Miss Dale began her career in corporate recovery and restructuring at Ferrier Hodgson and is now the Managing Director
of corporate services firm, Azalea Consulting, which provides outsourced company secretarial, accounting and administration
services to a portfolio of ASX‑listed companies.
Miss Dale holds a Bachelor of Commerce (Accounting and Finance) and a Graduate Diploma in Applied Corporate Governance.
She is a member of the Governance Institute of Australia/Chartered Secretary.
Meetings of Directors
The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year
ended 30 June 2019, and the number of meetings attended by each Director were:
Full Board
Full Board
Audit
and Risk
Committee
Audit
and Risk
Committee
Remuneration
and
Nomination
Committee
Remuneration
and
Nomination
Committee
30 June 2020
Attended
Held
Attended
Held
Attended
Held
Geoffrey Kleemann
Guy Maine
Leanne Graham
Andrew Dyer
8
11
11
10
8
11
11
11
2
–
5
4
2
–
5
5
3
–
4
4
3
–
4
4
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee.
31
Directors’ report continued
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; and
• 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; and
•
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, through 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; and
• 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; and
• 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.
32
Bid Annual Report 2020
Directors’ report continued
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.
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; and
• 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 revenue growth, profit contribution and customer retention.
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 2020.
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 performance 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.
Use of remuneration consultants
During the financial year ended 30 June 2020, the Consolidated Entity, through the Nomination and Remuneration Committee,
engaged HRascent, remuneration consultant, to benchmark executive remuneration and provide recommendations on how to
improve LTI program. This has resulted in share‑based payments remuneration in the form of options (LTI) being implemented.
HRascent was paid $39,050 for these services.
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 the 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.
33
Directors’ report continued
Voting and comments made at the Company’s 2019 Annual General Meeting (‘AGM’)
At the 2019 Annual General Meeting of shareholders held on 28 November 2019, 82.60% of the votes received supported the
adoption of the remuneration report for the year ended 30 June 2019. The Company did not receive any specific feedback
at the AGM regarding its remuneration practices.
Details of remuneration
The Key Management Personnel of the Consolidated Entity consisted of the following Directors and Executives of BidEnergy Limited:
• Mr Geoffrey Kleemann – Interim Chairman (appointed as Non‑Executive Director 1 September 2019, becoming
Interim Chairman on 10 June 2020);
• Mr Guy Maine – Managing Director;
• Ms Leanne Graham – Non‑Executive Director;
• Mr Andrew Dyer – Non‑Executive Chairman (retired from the Board on 30 June 2020); and
• Mr Matthew Watson – Chief Financial Officer (resigned on 28 July 2020).
During the 2020 financial year, the Consolidated Entity concluded that Mr Anthony Du Preez and Mr Darren Knihnicki are
no longer considered as key management personnel under AASB 124 Related Party Disclosures.
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
Annual
leave
Long-term
benefits
Long
service
leave
Post-
employ-
ment
benefits
Share-
based
payments
Super-
annuation
$
Equity-
settled
$
Total
$
4,841
56,383
115,984
$
–
5,014
47,500
97,889
650,438
–
–
–
119,268
194,768
9,964
106,620
201,931
$
–
35
–
–
Cash
salary
and fees
$
2020
Directors:
Geoffrey Kleemann*
54,760
$
–
Guy Maine**
Leanne Graham
Andrew Dyer***
Other Key Management
Personnel:
300,000
200,000
75,500
85,347
–
–
Matthew Watson****
213,750
20,000
729,357
220,000
3,685
3,720
4,962
9,976
22,206
84,511
48,955
313,558
429,115
1,476,679
* Mr Geoffrey Kleemann was appointed as Non‑Executive Director on 1 September 2019, became Interim Chairman on 10 June 2020.
** Mr Guy Maine received $200,000 cash bonus following the Board’s assessment of his performance for the 2019 calendar year.
*** Mr Andrew Dyer retired from the Board, effective 30 June 2020.
**** Mr Matthew Watson received $20,000 cash bonus upon achieving his annual KPIs. He resigned as Chief Financial Officer, effective
28 July 2020.
34 Bid Annual Report 2020
Directors’ report continued
2019
Directors:
Andrew Dyer*
Guy Maine
Leanne Graham
James Baillieu**
Short-term benefits
Long-term
benefits
Post-
employ-
ment
benefits
Share-
based
payments
Cash
bonus
Non-
monetary
Super-
annuation
Equity-
settled
$
Total
$
$
Cash
salary
and fees
$
63,470
$
–
275,000
120,548
62,404
29,490
–
–
$
–
–
–
–
6,030
37,577
55,432
124,932
57,321
490,446
–
57,778
120,182
2,802
22,714
1,928
–
–
32,292
270,898
8,520
30,738
19,725
136,706
364,063
Other Key Management Personnel:
Anthony Du Preez***
Darren Knihnicki****
Matthew Watson
220,833
18,265
9,086
20,290
–
198,500
9,132
–
––
869,987
147,945
9,086
90,776
315,757
1,433,551
* Mr Andrew Dyer was appointed as Non‑Executive Director on 16 July 2018, becoming Non‑Executive Chairman on 21 February 2019.
** Mr James Baillieu resigned as a Director on 22 February 2019.
*** Mr Anthony Du Preez resigned as a director on 13 February 2019, however he remains with the consolidated entity as CTO. His remuneration
is disclosed under “Other Key Management Personnel”, as he did not receive any additional remuneration in his role as the Director.
**** Mr Darren Knihnicki was appointed as Chief Commercial Officer on 27 May 2019.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
2020
2019
2020
2019
2020
2019
Fixed remuneration
At risk – STI
At risk – LTI
Non–Executive Directors:
Geoffrey Kleemann
Leanne Graham
Andrew Dyer
James Baillieu
Executive Directors:
Guy Maine
Other Key Management Personnel:
Anthony Du Preez
Darren Knihnicki
Matthew Watson
51%
39%
47%
–
–
52%
56%
100%
–
–
–
–
–
–
–
–
49%
61%
53%
–
–
48%
44%
–
54%
64%
31%
25%
15%
11%
–
–
78%
93%
72%
59%
–
–
6%
7%
–
3%
–
–
16%
–
28%
38%
35
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 receives a base salary of $300,000 per annum plus superannuation.
In addition, Mr Maine is entitled to an annual cash bonus, subject to the achievement of
performance milestones, with both the amount and milestones being set by the Board on
a yearly basis. For 2019 calendar year, Mr Maine’s maximum annual cash bonus entitlement
was set at $300,000, subject to a series of defined performance targets.
Either party may terminate the employment by providing the other party with three (3) months’
written notice.
Name
Title
Matthew Watson
Chief Financial Officer
Agreement commenced
10 October 2016
Term of agreement
Terminated, effective from 28 July 2020
Details
Mr Watson received a base salary of $225,000 per annum plus superannuation.
In addition, Mr Watson was entitled to a maximum annual cash bonus up to $25,000 or
such other amount as specified by the Board each year, and subject to the achievement
of performance targets as defined by the Board.
The employment agreement was terminated upon Mr Watson’s resignation, which became
effective on 28 July 2020.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
36
Bid Annual Report 2020
Directors’ report continued
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 2020.
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
Number of
options
granted
Class
Grant date
Vesting
date and
exercisable
date
Expiry date
Exercise
price
Fair value
per option
at grant
date
Leanne Graham
Class F
73,530
16/12/16
31/05/19
28/07/20
$0.680
Guy Maine
Andrew Dyer
Class J
2,205,883
17/01/18
Various
16/01/22
Class K
294,118*
27/11/18
26/11/21
26/11/22
Leanne Graham
Class K
294,118
27/11/18
26/11/21
26/11/22
Guy Maine
Andrew Dyer
Guy Maine
Class M 1,000,000**
03/12/19
31/01/22
29/01/23
Class N
277,611
03/12/19
03/12/19
14/10/23
Class N
277,611**
03/12/19
30/08/20
14/10/23
Leanne Graham
Class N
208,208
03/12/19
03/12/19
14/10/23
Geoffrey Kleemann
Class N
208,208
03/12/19
03/12/19
14/10/23
Matthew Watson
Class P
235,969***
10/02/20
30/06/22
07/02/24
$0.136
$1.190
$1.190
$1.930
$0.850
$0.850
$0.850
$0.850
$1.700
$0.087
$0.008
$0.475
$0.475
$0.189
$0.271
$0.276
$0.271
$0.271
$0.722
* Mr Andrew Dyer retired from the Board on 30 June 2020. 147,059 Class K options were forfeited on the date of resignation.
**
700,000 Class M and 97,164 Class N options issued to Mr Guy Maine were forfeited during the year as the non‑market vesting conditions
were not met.
***
184,842 Class P options issued to Mr Matthew Watson were forfeited on 30 June 2020 as the non‑market vesting conditions were not met.
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 2020.
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
Matthew Watson
Matthew Watson
Number
of rights
granted
Vesting
date and
exercisable
date
Grant
date
Expiry
date
Exercise
price
Fair value
per right at
grant date
8,053
12/05/20
12/08/20
12/05/21
8,189
12/06/20
12/09/20
12/06/21
–
–
$0.785
$0.650
Performance rights granted carry no dividend or voting rights.
37
Directors’ report continued
Additional information
The earnings of the Consolidated Entity for the five years to 30 June 2020 are summarised below:
2020
$
2019
$
2018
$
2017
$
2016
$
Revenue and other income
9,477,989
5,444,338
4,464,293
2,999,867
1,248,181
Net loss before tax
Net loss after tax
(6,892,991)
(6,599,957)
(4,527,522)
(7,378,001)
(3,302,777)
(6,910,711)
(6,566,405)
(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 ($)
Share price at 2019 financial year start
adjusted for share consolidation ($)
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
2020
0.83
–
0.62
(5.52)
(5.52)
2019
0.05
0.34
0.83
(6.00)
(6.00)
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)
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:
Balance
at the start
of the year/
commence
–ment
date
Received
as part of
vesting of
performance
rights
Additions
Disposals
Other
Ordinary shares
Andrew Dyer*
Guy Maine
Leanne Graham
Geoffrey Kleemann
Anthony Du Preez***
Matthew Watson
86,000
143,977
184,235
150,000**
6,833,684
–
–
–
–
–
–
184,416
116,725
44,548
33,482
51,725
–
–
Balance
at the end
of the year
–
188,525
217,717
201,725
–
–
–
–
–
(202,725)
–
–
–
(1,333,332)
(5,500,352)
(65,000)
–
119,416
7,397,896
184,416
246,480
(1,398,332)
(5,703,077)
727,383
* Mr Andrew Dyer retired from the Board on 30 June 2020. The balance in “Other” column represents his shareholding as at the date of resignation.
** Mr Geoffrey Kleemann was appointed to the Board on 1 September 2019. He held 150,000 fully paid ordinary shares on the date of his appointment.
*** Mr Anthony Du Preez is no longer considered as a key management personnel under AASB 124 as at 30 June 2020.
The balance in “Other” column represents his shareholding on that date.
38
Bid Annual Report 2020
Directors’ report continued
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
Andrew Dyer*
Guy Maine**
Leanne Graham
Geoffrey Kleemann
Matthew Watson***
Anthony Du Preez****
Balance
at the start
of the year
294,118
2,205,883
367,648
–
–
–
Granted
Forfeited
Other
Balance
at the end
of the year
329,336
1,277,611
225,450
259,933
235,969
235,969
–
(623,454)
–
(797,164)
–
–
(184,842)
–
–
–
–
(82,589)
(153,380)
2,686,330
593,098
259,933
51,127
–
2,867,649
2,564, 268
(1,064,595)
(776,834)
3,590,488
* Mr Andrew Dyer retired from the Board on 30 June 2020. The balance in “Other” column represents his option holding as at the date of resignation.
** 700,000 Class M and 97,164 Class N options issued to Mr Guy Maine were forfeited during the year as the non‑market vesting conditions
were not met.
*** 184,842 Class P options issued to Mr Matthew Watson were forfeited on 30 June 2020 as the non‑market vesting conditions were not met.
**** 82,589 Class P options issued to Mr Anthony Du Preez were forfeited on 30 June 2020 as the non‑market vesting conditions were not met.
Mr Anthony Du Preez is no longer considered as a key management personnel under AASB 124 as at 30 June 2020. The balance in “Other”
column represents his option holding on that date.
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
Matthew Watson
Darren Knihnicki
Balance
at the start
of the year
Granted
Forfeited
Other
Balance
at the end
of the year
184,416
110,000
16,242
14,437
(184,416)
–
16,242
–
(124,437)
–
294,416
30,679
(184,416)
(124,437)
16, 242
* Mr Darren Knihnicki is no longer considered as a key management personnel under AASB 124 as at 30 June 2020. The balance in “Other”
column represents his performance right holding on that date.
This concludes the remuneration report, which has been audited.
39
Directors’ report continued
Shares under option
Unissued ordinary shares of BidEnergy Limited under option at the date of this report are as follows:
Class
Unlisted Class E
Unlisted Class G
Unlisted Class H
Unlisted Class I
Unlisted Class J
Unlisted Class K
Unlisted Class L
Unlisted Class M
Unlisted Class N
Unlisted Class P
Unlisted Class Q
Grant date
Expiry date
Exercise
price
Number
under option
24/11/16
24/11/21
08/08/17
31/12/20
08/08/17
31/12/20
08/08/17
31/12/20
17/01/18
16/01/22
27/11/18
26/11/22
08/11/19
08/11/20
03/12/19
29/01/23
03/12/19
14/10/23
10/02/20
07/02/24
17/08/20
17/08/24
$0.476
$0.204
$0.306
$0.408
$0.136
$1.190
$0.750
$1.930
$0.850
$1.700
$1.260
283,737
882,353
882,353
1,250,000
2,205,883
441,177
9,812,466
300,000
874,474
204,506
1,950,000
19,086,949
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
The following ordinary shares of BidEnergy Limited were issued during the year ended 30 June 2020 and up to the date of this
report on the exercise of options granted:
Date options granted
Class
08/11/19
24/11/16
Unlisted Class L options
Unlisted Class E options
Exercise
price
Number of
shares issued
$0.750
$0.476
1,702,200
283,737
1,985,937
Shares under restricted share units
Unissued ordinary shares of BidEnergy Limited under restricted share units (“RSUs”) at the date of this report are as follows:
Class
Unlisted Class B
Unlisted Class C
Grant date
Expiry
08/04/20
07/04/23
12/06/20
12/06/21
Exercise
price
–
–
Number
of RSUs
283,839
68,625
352,464
40 Bid Annual Report 2020
Directors’ report continued
Shares issued on the conversion of restricted share units
The following ordinary shares of BidEnergy Limited were issued during the year ended 30 June 2020 and up to the date of this
report on the conversion of restricted share units:
Date restricted share units granted
Class
Conversion
price
Number of
shares issued
08/02/2019
Unlisted Class A restricted share units
–
1,073,000
Shares under performance rights
Unissued ordinary shares of BidEnergy Limited under performance rights at the date of this report are as follows:
Class
Unlisted Class G
Unlisted Class H
Unlisted Class I
Unlisted Class K
Unlisted Class L
Unlisted Class M
Grant date
Expiry date
25/03/20
25/06/21
08/04/20
07/04/23
08/04/20
07/04/23
12/06/20
12/06/20
13/07/20
12/06/21
12/06/21
13/07/21
Exercise
price
Number
under rights
–
–
–
–
–
–
161,606
567,501
91,617
148,969
54,651
174,424
1,198,768
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
The following ordinary shares of BidEnergy Limited were issued during the year ended 30 June 2020 and up to the date of
this report on the exercise of performance rights granted:
Date performance rights granted
Class
01/07/16
27/05/19
12/05/20
Unlisted Class E
Unlisted Class F
Unlisted Class J
Exercise
price
Number of
shares issued
–
–
–
2,250,198
110,000
105,887
2,466,085
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 Consolidated Entity has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor
of the Consolidated Entity or any related entity against a liability incurred by the auditor.
During the financial year, the Consolidated Entity has not paid a premium in respect of a contract to insure the auditor of the
Consolidated Entity or any related entity.
41
Directors’ report continued
Proceedings on behalf of the Consolidated Entity
On 26 July 2019, the Company announced that it received notice that Mr James Baillieu has made an application in the
Supreme Court of Melbourne for an order to commence proceedings on behalf of the Company under Section 236 of the
Corporations Act 2001 against certain of the Company’s directors at the time, being Andrew Dyer, Guy Maine and Leanne Graham.
On 16 March 2020, the Company announced that it had resolved the proceeding issued by Mr James Baillieu, pursuant to a
confidential settlement agreement between Mr James Baillieu, the Company, and others dated 13 March 2020, and without
any admission of liability.
As at 30 June 2020 and to the date of this report, 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 26 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 26 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.
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
Geoffrey Kleemann
Interim Chairman
26 August 2020
42
Bid Annual Report 2020
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 2020, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
B Y CHAN
Partner
Dated: 26 August 2020
Melbourne, Victoria
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
20
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
43
Statement of profit or loss and
other comprehensive income
For the year ended 30 June 2020
Revenue
Other income
Expenses
Third party support and development costs
Depreciation and amortisation expense
Employee benefits expense
Share based payments
Administration expense
Marketing expense
Occupancy expense
Travel expense
Finance costs
Loss before income tax (expense)/benefit
Income tax (expense)/benefit
Loss after income tax (expense)/benefit for the year attributable
to the owners of BidEnergy Limited
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
Total comprehensive income for the year attributable to the
owners of BidEnergy Limited
Basic earnings per share
Diluted earnings per share
Note
5
6
7
Consolidated
2020
$
2019
$
9,387,568
5,304,110
90,421
140,228
(2,231,235)
(1,253,374)
(1,059,315)
(542,858)
(7,939,874)
(5,471,025)
35
(2,166,962)
(2,540,114)
(1,753,472)
(1,388,034)
(374,719)
(243,702)
(628,401)
(388,236)
(211,587)
(212,164)
(5,415)
(4,788)
(6,892,991)
(6,599,957)
(17,720)
33,552
(6,910,711)
(6,566,405)
19,758
19,758
69,552
69,552
(6,890,953)
(6,496,853)
Cents
(5.52)
(5.52)
Cents
(6.00)
(6.00)
7
8
34
34
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
44 Bid Annual Report 2020
Statement of financial position
As at 30 June 2020
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Financial assets at amortised cost
Right–of–use assets
Other current assets
Total current assets
Non–current assets
Property, plant and equipment
Intangibles
Other
Total non–current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Employee benefits
Other
Total current liabilities
Non–current liabilities
Borrowings
Deferred tax liabilities
Employee benefits
Total non–current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
2020
$
2019
$
Note
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
8,295,916
4,198,978
470,050
37,500
36,196
287,745
37,500
165,202
662,971
9,004,864
5,187,194
45,843
40,514
2,464,748
2,198,309
30,482
70,008
2,541,073
2,308,831
11,545,937
7,496,025
1,129,279
748,090
101,735
38,186
526,665
362,375
–
–
317,362
182,162
2,158,240
1,247,614
249,556
134,574
136,449
520,579
–
165,719
92,793
258,512
2,678,819
1,506,126
8,867,118
5,989,899
37,006,753
25,797,430
1,882,635
3,714,150
(30,022,270)
(23,521,681)
8,867,118
5,989,899
The above statement of financial position should be read in conjunction with the accompanying notes.
45
Statement of changes in equity
For the year ended 30 June 2020
Consolidated
Balance at 1 July 2018
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Issued
Capital
$
Accumulated
Losses
$
Reserves
$
Total
Equity
$
22,360,257
(16,955,276)
1,104,484
6,509,465
–
–
–
(6,566,405)
69,552
–
–
(6,566,405)
69,552
(6,566,405)
69,552
(6,496,853)
Contributions of equity, net of transaction costs (note 22)
3,303,489
Shares issued to RWW vendors for earn out settlement
133,684
–
–
Share based payments
Balance at 30 June 2019
Consolidated
Balance at 1 July 2019
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
–
–
–
3,303,489
133,684
2,540,114
–
2,540,114
25,797,430
(23,521,681)
3,714,150
5,989,899
Issued
Capital
$
Accumulated
Losses
$
Reserves
$
Total
Equity
$
25,797,430
(23,521,681)
3,714,150
5,989,899
–
–
–
(6,910,711)
19,758
–
–
(6,910,711)
19,758
(6,910,711)
19,758
(6,890,953)
Contributions of equity, net of transaction costs (note 22)
6,290,365
Share‑based payments (note 35)
153,126
–
–
–
6,290,365
2,013,836
2,166,962
Transfers
Exercise of options
Conversion of performance rights
Conversion of restricted share units
–
410,122
(410,122)
–
1,310,845
1,759,647
1,695,340
–
–
–
–
1,310,845
(1,759,647)
(1,695,340)
–
–
Balance at 30 June 2020
37,006,753
(30,022,270)
1,882,635
8,867,118
The above statement of changes in equity should be read in conjunction with the accompanying notes.
46 Bid Annual Report 2020
Statement of Cash Flows
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Receipts from research and development incentive
Receipts from other government grants
Interest received
Net cash used in operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles (capitalised development costs)
Receipts from research and development incentive
(offset against capitalised development costs)
Payments for security deposits
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue costs
Proceeds from borrowings
Repayment of lease liabilities
Net cash from financing activities
Net increase/(decrease) 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
2020
$
2019
$
Note
9,858,629
5,502,945
(13,032,031)
(8,753,476)
–
82,880
50,000
35,005
–
52,561
33
(3,088,397)
(3,115,090)
13
14
14
(32,981)
(27,983)
(1,162,580)
(1,019,496)
–
391,575
(51,024)
–
(1,246,585)
(655,904)
22
8,709,993
2,686,856
(500,096)
371,931
(147,559)
–
–
–
8,434,269
2,686,856
4,099,287
(1,084,138)
4,198,978
5,275,956
(2,349)
7,160
Cash and cash equivalents at the end of the financial year
9
8,295,916
4,198,978
The above statement of cash flows should be read in conjunction with the accompanying notes.
47
Notes to the financial statements
30 June 2020
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
and principal place of business are:
Registered office
Level 19, 15 William Street
Melbourne, Victoria 3000
Principal place of business
Level 19, 15 William 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 is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 26 August 2020.
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.
The following Accounting Standards and Interpretations are most relevant to the Consolidated Entity:
AASB 16 Leases
The consolidated entity has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 ‘Leases’ and for lessees
eliminates the classifications of operating leases and finance leases. Except for short‑term leases and leases of low value
assets, right‑of‑use assets and corresponding lease liabilities are recognised in the statement of financial position. Straight line
operating lease expense recognition is replaced with a depreciation charge for the right‑of‑use assets (included in operating
costs) and an interest expense on the recognised lease liabilities (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 improve as the operating expense
is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows,
the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed
in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.
Impact on application
The Consolidated Entity has adopted AASB 16 using the modified retrospective approach. Accordingly, the Consolidated Entity
has not restated comparative balances in this set of financial statements.
On adoption of AASB 16, the consolidated entity recognised lease liabilities in relation to leases which had previously been
classified as ‘operating leases’ under the principles of AASB 117 Leases. These liabilities were measured at the present value of
the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 July 2019. The weighted average
incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 4.32%. The associated right‑ of‑use assets for these
leases were measured on a retrospective basis as if AASB 16 had always been applied, with the incremental borrowing rate
applied as at each lease’s commencement date and the assets depreciated on a straight‑line basis over the term of the lease.
The provisions recognised in respect of onerous lease contracts were netted off against the associated right‑of‑use assets at
the date of transition.
48 Bid Annual Report 2020
Notes to the financial statements continued
Operating lease commitments as at 1 July 2019 (AASB 117)
Operating lease commitments discount based on the weighted average
incremental borrowing rate of 4.32% (AASB 16)
Short‑term leases not recognised as a right‑of‑use asset (AASB 16)
Right‑of‑use assets (AASB 16)
Lease liabilities – current (AASB 16)
Adjusted
opening as at
1 July 2019
under AASB 16
$
251,030
(1,715)
(111,159)
138,156
(138,156)
AASB Interpretation 23 Uncertainty over Income Tax Treatments
Interpretation 23 requires the assessment of whether the effect of uncertainty over income tax treatments should be included
in the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates. The Interpretation
outlines the requirements to determine whether an entity considers uncertain tax treatments separately, the assumptions an
entity makes about the examination of tax treatments by taxation authorities, how an entity determines taxable profit (tax loss),
tax bases, unused tax losses, unused tax credits and tax rates and how an entity considers changes in facts and circumstances.
The Company has adopted Interpretation 23 from 1 July 2019, based on an assessment of whether it is ‘probable’ that a
taxation authority will accept an uncertain tax treatment. This assessment takes into account that for certain jurisdictions
in which the company operates, a local tax authority may seek to open a company’s books as far back as inception of the
company. Where it is probable, the company has determined tax balances consistently with the tax treatment used or planned
to be used in its income tax filings. Where the company has determined that it is not probable that the taxation authority will
accept an uncertain tax treatment, the most likely amount or the expected value has been used in determining taxable balances
(depending on which method is expected to better predict the resolution of the uncertainty). There has been no impact from
the adoption of Interpretation 23 in this reporting period.
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 financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive
income, 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.
49
Notes to the financial statements continued
Note 2. Significant accounting policies (continued)
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 30.
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 2020 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.
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.
50 Bid Annual Report 2020
Notes to the financial statements continued
Revenue recognition
The Consolidated Entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Consolidated Entity is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the Consolidated Entity: identifies
the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes
into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate
performance obligations on the basis of the relative stand‑alone selling price of each distinct good or service to be delivered;
and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the
customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration
is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until
the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the
constraining principle are recognised as a refund liability.
Platform subscription fees
Platform subscription fee revenue is recognised over the period to which the customer receives services, once the performance
obligations are satisfied and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts.
US energy rebate revenue
US energy rebate revenue is recognised at the point where cash rebates are received from utility providers, the performance
obligations are satisfied 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.
51
Notes to the financial statements continued
Note 2. Significant accounting policies (continued)
Income tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
• When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non‑current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the 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 allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The Consolidated Entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
52
Bid Annual Report 2020
Notes to the financial statements continued
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either
amortised cost or fair value depending on their classification. Classification is determined based on both the business model
within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting
mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
Consolidated Entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it’s carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they
are acquired for the purpose of selling in the short‑term with an intention of making a profit, or a derivative; or (ii) designated
as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Impairment of financial assets
The Consolidated Entity recognises a loss allowance for expected credit losses on financial assets which are either measured
at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon
the Consolidated Entity’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk
has increased significantly since initial recognition, based on reasonable and supportable information that is available, without
undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12‑month expected credit
loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default
event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined
that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount
of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash
shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised
in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance
reduces the asset’s carrying value with a corresponding expense through profit or loss.
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:
Computer equipment
Office equipment
2‑5years
2‑5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
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.
53
Notes to the financial statements continued
Note 2. Significant accounting policies (continued)
Right-of-use assets
A right‑of‑use asset is recognised at the commencement date of a lease. The right‑of‑use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right‑of‑use assets are depreciated on a straight‑line basis over the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the Consolidated Entity expects to obtain ownership of the leased asset at the end
of the lease term, the depreciation is over its estimated useful life. Right‑of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The Consolidated Entity has elected not to recognise a right‑of‑use asset and corresponding lease liability for short‑term leases
with terms of 12 months or less and leases of low‑value assets. Lease payments on these assets are expensed to profit or loss
as incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets
are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently
measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of
the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected
pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
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.
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.
54 Bid Annual Report 2020
Notes to the financial statements continued
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.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if
that rate cannot be readily determined, the Consolidated Entity’s incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if
there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee;
lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made
to the corresponding right‑of use asset, or to profit or loss if the carrying amount of the right‑of‑use asset is fully written down.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the
period in which they are incurred.
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 high quality corporate bonds with terms to maturity and currency that match, as closely as possible,
the estimated future cash outflows.
55
Notes to the financial statements continued
Note 2. Significant accounting policies (continued)
Employee benefits (continued)
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; and
•
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.
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.
56
Bid Annual Report 2020
Notes to the financial statements continued
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.
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.
57
Notes to the financial statements continued
Note 2. Significant accounting policies (continued)
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 2020. The Consolidated
Entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
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.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID‑19) pandemic has had, or may have,
on the Consolidated Entity based on known information. This consideration extends to the nature of the products and services
offered, customers, supply chain, staffing and geographic regions in which the Consolidated Entity operates. Other than as
addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements
or any significant uncertainties with respect to events or conditions which may impact the Consolidated Entity unfavourably
as at the reporting date or subsequently as a result of the Coronavirus (COVID‑19) pandemic.
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.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime
expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate
for each group. These assumptions include recent sales experience and historical collection rates.
58 Bid Annual Report 2020
Notes to the financial statements continued
Note 3. Critical accounting judgements, estimates and assumptions (continued)
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.
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.
Note 4. Operating segments
Identification of reportable operating segments
The Consolidated Entity is organised into operating segments based on the business activities in Australia, UK and USA.
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.
59
Notes to the financial statements continued
Note 4. Operating segments (continued)
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 last annual
financial statements of the Combined entity.
The principal continuing activities of the entity consisted of carrying on its business as a provider of energy spend management
services through the deployment of the Company’s proprietary cloud‑based software platform in Australia, UK and the USA.
In the US only, the entity also earns revenue from its rebate management business whereby fees are earned from clients for
managing the submission of information to energy retailers to facilitate the processing of rebates under the ‘Energy Efficient
Infrastructure Program’ applicable in the US.
Operating segment information
Consolidated – 2020
Platform subscription fees
Non‑subscription revenue
US energy rebate revenue
Revenue
Australia
$
UK
$
USA
$
Total
$
4,302,914
225,742
338,651
4,867,307
94,485
–
5,023
99,508
–
4,420,753
–
4,420,753
4,397,399
225,742
4,764,427
9,387,568
Intersegment sales/management charges
1,304,237
(669,054)
(635,183)
–
Third party support and development costs
(1,936,355)
(130,560)
(164,320)
(2,231,235)
Administration expense
Employee benefits expense
Marketing expense
Travel expense
Occupancy expense
(1,400,899)
(27,549)
(286,049)
(1,714,497)
(6,035,958)
(633,178)
(2,433,318)
(9,102,454)
(116,389)
(137,244)
(550,231)
(15,493)
(242,837)
(374,719)
(41,250)
(26,201)
(33,093)
(211,587)
(51,969)
(628,401)
Total operating expenses
(10,177,076)
(874, 231)
(3, 211,586)
(14, 262,893)
Underlying EBITDA from core operations
(4,475,440)
(1,317,543)
917,658
(4,875,325)
Government grants
Capitalised labour (software)
Depreciation and amortisation
Share based payments
Interest – other
Finance costs
Foreign exchange
50,000
1,162,580
–
–
–
–
50,000
1,162,580
(834,582)
(964)
(223,769)
(1,059,315)
(2,166,962)
36,958
(2,480)
(5,289)
–
–
–
(31,142)
–
(2,166,962)
3,463
(2,935)
(2,544)
40,421
(5,415)
(38,975)
Loss before income tax benefit for the year
(6, 235, 215)
(1,349,649)
691,873
(6,892,991)
Income tax
–
–
(17,720)
(17,720)
Loss after income tax benefit for the year
attributable to the owners of BidEnergy Limited
(6, 235, 215)
(1,349,649)
674,153
(6,910,711)
60 Bid Annual Report 2020
Notes to the financial statements continued
AASB 16 Leases was adopted for the first time requiring capitalisation and amortisation of the company’s US office lease.
The modified retrospective approach was used and as such the comparatives have not been restated. Therefore, the current and
comparative EBITDA are not directly comparable, the difference being June 2019 recorded rent expense of $105,770 in underlying
EBITDA. June 2020 recorded no rent expense, and lease amortisation of $111,363 which was included below EBITDA level.
Consolidated – 2019
Platform subscription fees
Non‑subscription revenue
US energy rebate revenue
Revenue
Australia
$
UK
$
USA
$
Total
$
2,697,784
44,207
181,950
2,923,941
27,080
–
–
2,353,089
–
–
27,080
2,353,089
2,724,864
44, 207
2,535,039
5,304,110
Third party support and development costs
(1,090,396)
–
(162,978)
(1,253,374)
Administration expense
Employee benefits expense
Marketing expense
Travel expense
Occupancy expense
(1,030,166)
(23,612)
(324,256)
(1,378,034)
(4,381,297)
(254,841)
(1,854,384)
(6,490,522)
(108,399)
(151,629)
(221,071)
(37,718)
(15,537)
(97,585)
(243,702)
(44,998)
(212,164)
–
(167,165)
(388,236)
Total operating expenses
(6,982,958)
(331,708)
(2,651,366)
(9,966,032)
Underlying EBITDA from core operations
(4, 258,094)
(287,501)
(116,327)
(4,661,922)
Government grants
Capitalised labour (software)
Depreciation and amortisation
Share based payments
Interest – other
Finance costs
Foreign exchange
82,880
1,019,497
(415,264)
(2,540,114)
56,229
(4,788)
(14,445)
–
–
–
–
–
–
4,445
–
–
82,880
1,019,497
(127,594)
(542,858)
–
1,119
–
–
(2,540,114)
57,348
(4,788)
(10,000)
Loss before income tax benefit for the year
(6,074,099)
(283,056)
(242,802)
(6,599,957)
Income tax
–
–
33,552
33,552
Loss after income tax benefit for the year
attributable to the owners of BidEnergy Limited
(6,074,099)
(283,056)
(209, 250)
(6,566,405)
61
Notes to the financial statements continued
Note 5. Revenue
Platform subscription fees
Non‑subscription revenue
US energy rebate revenue
Revenue
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Major product lines
Platform subscription fees
Non‑subscription revenue
US energy rebate revenue
Geographical regions
Australia
USA
UK
Timing of revenue recognition
Services transferred over time
Services transferred at point in time
62
Bid Annual Report 2020
Consolidated
2020
$
2019
$
4,867,307
2,923,941
99,508
27,080
4,420,753
2,353,089
9,387,568
5,304,110
Consolidated
2020
$
2019
$
4,867,307
2,923,941
99,508
27,080
4,420,753
2,353,089
9,387,568
5,304,110
Consolidated
2020
$
2019
$
4,397,399
2,724,864
4,764,427
2,535,039
225,742
44,207
9,387,568
5,304,110
Consolidated
2020
$
2019
$
4,867,307
2,923,941
4,520,261
2,380,169
9,387,568
5,304,110
Notes to the financial statements continued
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
Buildings right‑of‑use assets
Total depreciation
Amortisation
Software
Brands
Customer List
Total amortisation
Total depreciation and amortisation
Finance costs
Interest on insurance funding
Interest and finance charges paid/payable on lease liabilities
Total finance costs
Consolidated
2019
$
57,348
82,880
140,228
2020
$
40,421
50,000
90,421
Consolidated
2020
$
2019
$
10,212
19,689
111,363
141,264
832,072
64,691
21,288
918,051
3,485
12,231
–
15,716
436,013
68,566
22,563
527,142
1,059,315
542,858
2,480
2,935
5,415
4,788
–
4,788
63
Notes to the financial statements continued
Note 8. Income tax expense/(benefit)
Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Loss before income tax (expense)/benefit
Tax at the statutory tax rate of 27.5%
Non‑deductible expenses
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 tax rate differences
Other – ATO Cashflow Boost
Income tax expense/(benefit)
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 27.5%
Consolidated
2020
$
2019
$
(6,892,991)
(6,599,957)
(1,895,573)
(1,814,988)
597,715
–
698,531
(22,792)
1,339,877
1,200,116
(28,269)
(60,868)
(31,145)
48,865
(13,750)
(23,435)
(10,116)
–
17,720
(33,552)
17,496,31
12,415,806
4,811,487
3,414,347
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:
Employee entitlements
Capital raising costs
Other
Tax losses
Less deferred tax liability not recognised – prepayments
Net deferred tax assets not recognised
Consolidated
2020
$
2019
$
151,691
253,492
76,155
102,557
270,358
34,978
4,811,487
3,414,347
(5,413)
(10,328)
5,287,412
3,811,912
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.
64 Bid Annual Report 2020
Notes to the financial statements continued
Note 9. Current assets – cash and cash equivalents
Cash at bank
Cash on deposit
Note 10. Current assets – trade and other receivables
Trade receivables
Consolidated
2020
$
2019
$
4,295,916
3,298,978
4,000,000
900,000
8,295,916
4,198,978
Consolidated
2020
$
2019
$
470,050
287,745
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.
11. Current assets – rights-of-use assets
Buildings – right‑of‑use
Less: Accumulated depreciation
Reconciliations
Consolidated
2019
$
–
–
–
2020
$
144,776
(108,580)
36,196
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 2019
Initial recognition on adoption of AASB 16
Exchange differences
Depreciation expense
Balance at 30 June 2020
Right of
use assets
$
–
138,156
9,403
(111,363)
36,196
65
Notes to the financial statements continued
Note 12. Current assets – Other current assets
Prepayments
Security deposits
Other
Note 13. Non-current assets – property, plant and equipment
Computer equipment – at cost
Less: Accumulated depreciation
Office equipment – at cost
Less: Accumulated depreciation
Consolidated
2019
$
46,178
–
616,793
662,971
Consolidated
2019
$
25,043
(5,549)
19,494
106,540
2020
$
74,544
90,550
108
165,202
2020
$
39,603
(15,844)
23,759
125,914
(103,830)
(85,520)
22,084
45,843
21,020
40,514
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Office
Equipment
at cost
$
Computer
Equipment
at cost
$
13,134
20,117
15,113
7,866
Total
$
28,247
27,983
(12,231)
(3,485)
(15,716)
21,020
18,856
(394)
1,435
(19,689)
21,228
19,494
14,125
–
1,208
40,514
32,981
(394)
2,643
(10,212)
(29,901)
24,615
45,843
Consolidated
Balance at 1 July 2018
Additions
Depreciation expense
Balance at 30 June 2019
Additions
Disposals
Foreign exchange differences
Depreciation expense
Balance at 30 June 2020
66
Bid Annual Report 2020
Notes to the financial statements continued
Note 14. 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
Consolidated
2019
$
693,472
156,479
2020
$
706,918
159,513
(76,206)
(53,895)
83,307
102,584
3,333,561
2,168,632
(1,912,236)
(1,078,158)
1,421,325
1,090,474
484,780
475,559
(231,582)
(163,780)
253,198
311,779
2,464,748
2,198,309
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Goodwill
$
Software
$
Brands
$
Customer
Lists
$
Total
$
Balance at 1 July 2018
657,767
903,043
355,859
117,090
2,033,759
Capitalised development costs
R&D refund
–
–
1,019,496
(391,575)
–
–
–
–
1,019,496
(391,575)
Foreign exchange differences
35,705
(4,477)
24,486
8,057
63,771
Amortisation
–
(436,013)
(68,566)
(22,563)
(527,142)
Balance at 30 June 2019
693,472
1,090,474
311,779
102,584
2,198,309
Capitalised development costs
–
1,162,580
Foreign exchange differences
13,446
343
–
6,110
–
2,011
1,162,580
21,910
Amortisation
–
(832,072)
(64,691)
(21,288)
(918,051)
Balance at 30 June 2020
706,918
1,421,325
253,198
83,307
2,464,748
Impairment Testing of Intangible balances
BidEnergy holds intangible balances relating to goodwill and other intangibles purchased as part of the US based 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 BidEnergy US 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.
67
Notes to the financial statements continued
Note 14. Non-current assets – intangibles (continued)
Key assumptions used for value in use calculations
BidEnergy US
The following key assumptions were used in the discounted cashflow model for BidEnergy US goodwill and intangible asset
assessment of $1,043,312:
(a) 22.6% pre‑tax discount rate;
(b) 66.4% per annum average projected revenue growth rate;
(c) 44% per annum increase in operating costs and overheads; and
(d) Terminal growth rate of 2% at the end of the forecast period.
The discount rate of 22.6% pre‑tax reflects management’s estimate of the time value of money and the consolidated entity’s
weighted average cost of capital adjusted for BidEnergy US, the risk‑free rate and the volatility of the share price relative to
market movements.
Management believes the projected 66.4% 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 US goodwill and intangible assets for 2020, 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 BidEnergy US 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
The following key assumptions were used in the discounted cashflow model for BidEnergy capitalised software assessment
of $1,421,365:
(a) 22.6% pre‑tax discount rate;
(b) 54.1% per annum average projected revenue growth rate;
(c) 18.3% per annum increase in operating costs and overheads; and
(d) Terminal growth rate of 2% at the end of the forecast period.
The discount rate of 22.6% 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 54.1% 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 2020, there was no requirement to impair the intangible
asset as the recoverable amounts exceed the intangible carrying amounts
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.
68 Bid Annual Report 2020
Notes to the financial statements continued
Note 15. Non-current assets – other
Security deposits
Note 16. Current liabilities – trade and other payables
Trade payables
Accrued expenses
Other payables
Refer to note 24 for further information on financial instruments.
Note 17. Current liabilities – borrowings
Promissory note
Refer to note 24 for further information on financial instruments.
Consolidated
2020
$
2019
$
30,482
70,008
Consolidated
2019
$
260,905
166,385
320,800
748,090
2020
$
397,362
337,867
394,050
1,129,279
Consolidated
2019
$
–
2020
$
101,735
On 21 May 2020, BidEnergy Inc entered into the Paycheck Protection Program and took out USD$242,030 (AUD$351,291) in
promissory note with TD Bank, N.A. The promissory note has a fixed interest rate of 1% and matures 2 years from the date
of issue. BidEnergy Inc must pay monthly principal and interest payments on the outstanding principal balance of the loan
amortised over the term of the loan, unless otherwise forgiven in whole or part in accordance with the Coronavirus Aid, Relief,
and Economic Security Act (“CARES Act”).
Pursuant to the terms of the CARES Act and any implementing rules and regulations, BidEnergy Inc will apply for the loan to be
forgiven by the Small Business Administration (“SBA”, an Agency of the United States of America) in whole or in part beginning
no sooner than seven (7) weeks from the date of the Note. Any loan balance remaining following forgiveness by the SBA will be
fully reamortized over the remaining term of the loan.
BidEnergy Inc is meeting its obligations under the act, and intends to apply for forgiveness in the 1st quarter of FY21.
69
Notes to the financial statements continued
Note 18. Current liabilities – Employee benefits
Annual leave
Note 19. Current liabilities – other
Tax liabilities
Deferred revenue
Note 20. Non-current liabilities – borrowings
Promissory note
Refer to note 24 for further information on financial instruments.
Note 21. Non-current liabilities – Employee benefits
Long service leave
Consolidated
2020
$
2019
$
526,665
317,362
Consolidated
2019
$
–
182,162
182,162
2020
$
48,908
313,467
362,375
Consolidated
2019
$
–
2020
$
249,556
Consolidated
2020
$
2019
$
136,449
92,793
70 Bid Annual Report 2020
Notes to the financial statements continued
Note 22. Equity – issued capital
Ordinary shares – fully paid
130,717,455
113,770,785
37,006,753
25,797,430
2020
Shares
2019
Shares
2020
$
2019
$
Consolidated
Movements in ordinary share capital
Details
Balance as at 1 July 2018
Share consolidation
Exercise of options
Issue of Earn Out Shares to RWW Vendors
Issue of Shares pursuant to BIDO option underwriting
Costs of capital raising
Balance as at 30 June 2019
Ordinary
shares
$
740,677,364
22,360,257
(631,753,532)
–
3,683,371
2,692,856
112,566
1,051,016
133,684
714,691
–
(104,058)
113,770,785
25,797,430
Issue of shares on conversion of Class E performance rights
2,250,198
1,759,647
Issue of shares to employees as an equity‑based component of their remuneration
257,354
153,126
Issue of Placement shares
Issue of shares under Share Purchase Plan Offer
Exercise of options
Issue of shares on conversion of Class A restricted share units
Cost of capital raising
Balance as at 30 June 2020
Ordinary shares
8,750,001
5,075,001
2,764,665
1,603,506
1,851,452
1,310,845
1,073,000
1,695,340
–
(388,142)
130,717,455
37,006,753
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.
71
Notes to the financial statements continued
Note 22. Equity – issued capital
Capital risk management
The Consolidated Entity’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it
can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce
the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as
total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Consolidated Entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Consolidated Entity would look to raise capital when an opportunity to invest in a business or company was seen as value
adding relative to the current Company’s share price at the time of the investment.
The capital risk management policy remains unchanged from the 2019 Annual Report.
Note 23. Equity – reserves
Foreign currency reserve
Options reserve
Movements in reserves
Consolidated 2020
2020
$
2019
$
(39,832)
(59,590)
1,922,467
3,773,740
1,882,635
3,714,150
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2018
Foreign currency translation
Foreign
currency
reserve
$
Options
reserve
$
Total
$
(129,142)
1,233,626
1,104,484
69,552
–
69,552
Share based payments for employees and directors
–
2,540,114
2,540,114
Balance at 30 June 2019
Foreign currency translation
Share based payments
Transfer to retained earnings
Conversion of performance rights
Conversion of restricted share units
Balance at 30 June 2020
72
Bid Annual Report 2020
(59,590)
3,773,740
3,714,150
19,758
–
19,758
–
–
–
–
2,013,836
2,013,836
(410,122)
(410,122)
(1,759,647)
(1,759,647)
(1,695,340)
(1,695,340)
(39,832)
1,922,467
1,882,635
Notes to the financial statements continued
Note 24. Financial instruments
Financial risk management objectives
The Consolidated Entity’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
Consolidated Entity. The Consolidated Entity 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 Consolidated Entity for hedging purposes. The Consolidated Entity does not speculate
in the trading of derivative instruments.
Market risk
Foreign currency risk
The Consolidated Entity 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 Consolidated Entity’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
2020
$
Assets
2019
$
2020
$
2,177,516
482,962
(902,577)
166,697
26,019
(847,681)
Liabilities
2019
$
(97,111)
(21,613)
2,344,213
508,981
(1,750,258)
(118,724)
73
Notes to the financial statements continued
Note 24. Financial instruments (continued)
Market risk (continued)
Foreign currency risk (continued)
The following tables below illustrate the sensitivity of the net result for the year and equity in regard to the Group’s financial
assets and financial liabilities compared with the currency on deposit and AUD exchange rate. It assumes a +/– 5% change in the
exchange rate for the year ended at 30 June 2020. This percentage has been determined based on average market volatility in
exchange rates in the previous 12 months. The sensitivity analysis is based on the Group’s foreign currency financial instruments
held at each reporting date. This assumes that other variables, in particular interest rates, remain constant.
Consolidated – 2020
US dollars
GBP
Consolidated – 2019
US dollars
GBP
AUD strengthened
AUD weakened
%
change
5%
5%
Effect
on profit
before tax
(63,747)
3,405
Effect
on equity
%
change
63,747
(3,405)
5%
5%
(60,342)
60,342
Effect
on profit
before tax
63,747
(3,405)
60,342
Effect
on equity
(63,747)
3,405
(60,342)
AUD strengthened
AUD weakened
%
change
5%
5%
Effect
on profit
before tax
(19,293)
(220)
(19,513)
Effect
on equity
%
change
19,293
220
19,513
5%
5%
Effect
on profit
before tax
19,293
220
19,513
Effect
on equity
(19,293)
(220)
(19,513)
Price risk
The Consolidated Entity is not exposed to any significant price risk.
Interest rate risk
The Consolidated Entity is not exposed to any significant 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
Consolidated Entity. The Consolidated Entity has a strict code of credit, including obtaining agency credit information, confirming
references and setting appropriate credit limits. The Consolidated Entity 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 Consolidated Entity does not hold any collateral.
The Consolidated Entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered
representative across all customers of the Consolidated Entity based on recent sales experience, historical collection rates
and forward‑looking information that is available.
The Consolidated Entity 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.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the
failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments
for a period greater than 1 year.
74 Bid Annual Report 2020
Notes to the financial statements continued
Liquidity risk
Liquidity risk arises from the possibility that the Consolidated Entity might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Consolidated Entity 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 Consolidated Entity manages liquidity risk by maintaining adequate cash reserves 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 Consolidated Entity’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 – 2020
Non-derivatives
Non-interest bearing
Trade and other payables
–
1,129,279
–
Interest-bearing – fixed rate
Promissory note
Lease liability
1.00%
4.32%
101,735
249,556
38,186
–
Total non‑derivatives
1,269,200
249,556
–
–
–
–
–
–
–
–
1,129,279
351,291
38,186
1,518,756
Consolidated – 2019
Non–derivatives
Non–interest bearing
Trade and other payables
Total non–derivatives
Weighted
average
interest rate
%
1 year
or less
$
Between
1 and 2
years
$
Between
2 and 5
years
$
Over
5 years
$
Remaining
contractual
maturities
$
–
–
748,090
748,090
–
–
–
–
–
–
748,090
748,090
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.
75
Notes to the financial statements continued
Note 25. Key management personnel disclosures
Directors
The following persons were Directors of BidEnergy Limited during the financial year:
Mr Geoffrey Kleemann
Interim Chairman (appointed as Non‑Executive Director 1 September 2019,
becoming Interim Chairman on 10 June 2020)
Mr Guy Maine
Managing Director
Ms Leanne Graham
Non‑Executive Director
Mr Andrew Dyer
Non‑Executive Chairman (retired from the Board on 30 June 2020)
Other key management personnel
The following persons 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 (resigned on 28 July 2020)
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Consolidated Entity
is set out below:
Short‑term benefits
Long‑term benefits
Post‑employment benefits
Share‑based payments
Consolidated
2020
$
2019
$
953,077
1,027,018
9,976
84,511
429,115
90,776
15,757
1,476,679
1,433,551
Note 26. 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 Consolidated Entity:
Audit services – RSM Australia Partners
Audit or review of the financial statements
Other services – RSM network firms
Advisory services
Tax and compliance
76
Bid Annual Report 2020
Consolidated
2020
$
2019
$
82,500
76,660
–
–
–
82,500
1,500
17,611
19,111
95,771
Notes to the financial statements continued
Note 27. Contingent assets and liabilities
The Directors are not aware of any contingent assets or contingent liabilities as at 30 June 2020 (2019: Nil).
Note 28. Commitments
Consolidated
2020
$
2019
$
–
–
–
215,669
35,361
251,030
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 2020 (2019: Nil).
Note 29. Related party transactions
Parent entity
BidEnergy Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 31.
Key management personnel
Disclosures relating to key management personnel are set out in note 25 and the remuneration report included in the
Directors’ report.
Transactions with related parties
The following transactions occurred with related parties:
Payment for other expenses:
Consulting fees paid to director related entity (Andrew Dyer –
through Collins Street Management) for provision of support services
Consolidated
2020
$
2019
$
–
6,251
Receivable from and Payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
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.
77
Notes to the financial statements continued
Note 30. 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
2020
$
Parent
2019
$
(3,131,830)
(3,298,114)
(3,131,830)
(3,298,114)
2020
$
Parent
2019
$
5,759,127
3,896,977
22,344,330
15,615,327
364,713
364,713
271,862
271,862
29,537,657
18,328,523
1,644,940
3,496,213
(9,202,980)
(6,481,271)
21,979,617
15,343,465
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2019 and 30 June 2020.
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 2019 and 2020.
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; and
• 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.
78
Bid Annual Report 2020
Notes to the financial statements continued
Note 31. 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
Principal place of business/
Country of incorporation
BidEnergy (Operations) Pty Ltd
Australia
BidEnergy Limited
BidEnergy Inc
United Kingdom
United States
Ownership interest
2020
%
100%
100%
100%
2019
%
100%
100%
100%
Note 32. Events after the reporting period
On 13 July 2020, the Company issued 174,424 Class M Performance Rights under its Employee Incentive Plan. The above
securities were issued to certain employees of the Company who have elected to participate in a program to help preserve
the Company’s cash during the COVID‑19 impact period. The Performance Rights will vest on 13 October 2020, subject to
the holder remaining employed by the Company on vesting date.
On 17 July 2020, the Company issued 110,000 fully paid ordinary shares on conversion of Class F performance rights.
On 29 June 2020, the Chief Financial Officer tendered his resignation, effective 28 July 2020.
The impact of Coronavirus (COVID‑19) pandemic is ongoing and while there have been mixed financial and operational impacts
for the Consolidated Entity up to 30 June 2020, it is not practical to estimate the potential impact, positive or negative, after the
reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and
other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus
that may be provided.
On 12 August 2020, the Company issued 105,887 fully paid ordinary shares on conversion of Class J performance rights.
On 17 August 2020, the Company issued 1,950,000 Class Q Options with an exercise price of $1.26 per option, expiring
17 August 2024.
On 21 August 2020, the Company issued 134,485 fully paid ordinary shares at an issue price of $0.75 (75 cents) per share
pursuant to the exercise of Class L Options, raising $100,863.
No other matter or circumstance has arisen since 30 June 2020 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.
79
Notes to the financial statements continued
Note 33. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax (expense)/benefit for the year
Adjustments for:
Depreciation and amortisation
Foreign exchange differences
Share based payments
Consolidated
2020
$
2019
$
(6,910,711)
(6,566,405)
1,059,315
542,858
25,335
4,754
2,166,962
2,540,114
Change in operating assets and liabilities: Increase in trade and other receivables
(182,305)
(99,881)
Increase in other assets
Increase in trade and other payable
Decrease in deferred tax liabilities
Increase/(decrease) in other liabilities
Increase in provisions
Net cash used in operating activities
Note 34. Earnings per share
(118,863)
381,189
(31,145)
268,867
252,959
(5,199)
370,021
(23,435)
(40,034)
162,117
(3,088,397)
(3,115,090)
Consolidated
2020
$
2019
$
Loss after income tax attributable to the owners of BidEnergy Limited
(6,910,711)
(6,566,405)
Weighted average number of ordinary shares used in calculating basic earnings per share
125,211,261
109,517,914
Weighted average number of ordinary shares used in calculating diluted earnings per share
125,211,261
109,517,914
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
(5.52)
(5.52)
Cents
(6.00)
(6.00)
As at 30 June 2020, the Consolidated Entity has 17,709,560 options, 1,923,541 performance rights and 505,302 restrictive share units
on issue. These equity instruments are considered to be anti‑dilutive, as the consolidated entity generated loss after income tax.
80 Bid Annual Report 2020
Notes to the financial statements continued
Note 35. Share-based payments
Shares issued to employees
On 11 September 2019, the Consolidated Entity issued 257,354 fully paid ordinary shares to certain employees as an equity‑based
component of their remuneration. $153,126 share‑based payment expense was recorded in relation to these shares.
Directors and other key management personnel options
As part of KMP remuneration, the Consolidated Entity 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 KMP remuneration is also included in the remuneration report. $470,248 of share‑based payment expense was
recorded in relation to KMP options for the financial year 30 June 2020 (2019: $225,964).
Set out below are summaries of options on issue to KMPs at financial year end:
Grant date
Expiry date
30/11/16
17/01/18
27/11/18
03/12/19
03/12/19
28/07/20
16/01/22
26/11/22
29/01/23
14/10/23
10/02/20
07/02/24
Granted*
Exercised
Exercise
price
Balance
at the start
of the year
$0.680
73,530
$0.136
2,205,883
588,236
$1.190
$1.930
$0.850
$1.700
–
–
–
1,000,000
971,638
471,938
2,867,649
2,443,576
–
–
–
2020
Expired/
forfeited/
other
Balance
at the end
of the year
–
–
73,530
2,205,883
(147,059)
441,177
(700,000)
300,000
(97,164)
874,474
(267,432)
204,506
(1,211,655)
4,099,570
$1.703
$0.621
–
–
–
–
–
–
–
–
Weighted average exercise price
$0.366
$1.456
* On the 3 December 2019, the Consolidated Entity issued:
•
•
•
1,000,000 Class M Options to the Managing Director of the Company, of which 700,000 was forfeited on 13 March 2020 as the vesting
conditions were not met. The plan was valued at $189,000, using Binomial Valuation method. As at 30 June 2020, $37,311 has been
recognised as share‑based payments.
277,611 Class N Options to the Managing Director of the Company. The plan was valued at $76,787, using Binomial Valuation method.
As at 30 June 2020, $38,880 has been recognised as share‑based payments.
694,027 Class N Options to the Non‑Executive Directors of the Company. The plan was valued at $187,943 using Binomial method.
As at 30 June 2020, the full value has been recognised as share‑based payments.
81
Notes to the financial statements continued
Note 35. Share-based payments (continued)
Directors and other key management personnel options (continued)
On 10 February 2020, the Consolidated Entity issued 471,938 Class P Options to the CTO and CFO of the Company. The plan was
valued at $340,739, using Binomial valuation method. As at 30 June 2020, $90,089 has been recognised as share‑ based payments.
Grant date
Expiry date
30/11/16
17/01/18
27/11/18
28/07/20
16/01/22
26/11/22
Exercise
price
Balance
at the start
of the year
$0.680
500,000
$0.136
15,000,000
Granted*
–
–
Share
consoli-
dation*
(426,470)
(12,794,117)
Forfeited***
–
–
2019
Balance
at the end
of the year
73,530
2,205,883
$1.190
–
8,000,000
(6,823,528)
(588,236)
588,236
15,500,000
8,000,000
(20,044,115)
(588,236)
2,867,649
Weighted average exercise price
$0.154
$1.190
$0.506
$1.190
$0.366
* On 27 November 2018, the Consolidated Entity issued 8,000,000 class K options to Directors. The plan was valued at $558,919, using Binomial
Valuation method. As at 30 June 2019, $166,297 had been recognised as share‑based payments.
** Following shareholder approval, the company consolidated its issued capital on 100 for 680 shares basis.
*** Mr James Baillieu resigned as Non‑Executive Director on 22 February 2019. Mr Anthony Du Preez resigned as Executive Director on
13 February 2019, continuing as CTO. As a result of both Board resignations, 588,236 Class K options (post share consolidation) were forfeited.
Set out below are the options exercisable at the end of the financial year:
Grant date
Expiry date
30/11/16
17/01/18
27/11/18
03/12/19
03/12/19
28/07/20
16/01/22
26/11/22
29/01/23
14/10/23
10/02/20
07/02/24
2020 Number
2019 Number
73,530
73,530
1,838,236
955,883
220,588
103,125
694,027
102,253
–
–
–
–
3,031,759
1,029,413
Valuation of options granted during FY20
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
03/12/19
03/12/19
29/01/23
14/10/23
10/02/20
07/02/24
Share price
at grant date
Exercise
price
Expected
volatility
Risk-free
interest rate
Fair value
at grant date
$0.580
$0.580
$1.235
$1.930
$0.850
$1.700
89.00%
89.00%
91.00%
0.62%
0.62%
0.70%
$0.189
$0.319
$0.722
82
Bid Annual Report 2020
Notes to the financial statements continued
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 2020, $394,022 has been recognised as a share based payment expense in
relation to performance rights of employees (2019: $1,698,836). Set out below are those performance rights outstanding at the
end of the financial year.
Class
Class A
Class E
Class F
Class G
Class H
Class I
Class J
Class K
Class L
Grant date
Expiry date
Exercise
price
Balance
at the start
of the year
Granted
Exercised
01/07/16
01/07/20
$0.85
328,401
20/07/18
20/10/19
27/05/19
05/11/20
25/03/20
25/06/21
08/04/20
07/04/23
08/04/20
07/04/23
12/05/20
12/05/21
12/06/20
12/06/21
12/06/20
12/06/21
–
–
–
–
–
–
–
–
2,250,198
110,000
–
–
–
–
–
–
–
–
–
161,606
873,077
140,950
105,887
148,969
54,651
–
(2,250,198)
–
–
–
–
–
–
–
2020
Expired/
forfeited/
other
Balance
at the end
of the year
–
–
–
–
328,401
–
110,000
161,606
(305,576)
567,501
(49,333)
91,617
–
–
–
105,887
148,969
54,651
Weighted average exercise price
$0.850
–
–
–
$0.850
2,688,599
1,485,140
(2,250,198)
(354,909)
1,568,632
Class
Class A
Class E
20/07/18
20/10/19
Class F**
27/05/19
05/11/20
Grant date
Expiry date
Exercise
price*
Balance
at the start
of the year
Share
Consolid-
ation*
Expired/
forfeited/
other
Balance
at the end
of the year
Granted
2019
01/07/16
01/07/20
$0.85
2,233,084
–
(1,904,683)
–
–
–
–
15,301,277
(13,051,079)
110,000
–
2,233,084
15,411,277
(14,955,762)
–
–
–
–
–
328,401
2,250,198
110,000
2,688,599
$0.850
Weighted average exercise price
$0.850
–
0.850
*
Share consolidation adjustment on a 100 to 680 basis.
** Unlisted Class F performance rights were issued to Mr Darren Knihnicki (CCO) on 5 August 2019. Under IG4, which is set out in the Appendix
to AASB 2 Share Based Payments, the service commencement date of these performance rights was deemed to be 27 May 2019.
Set out below are the performance rights exercisable at the end of the financial year:
Class
Class A
Class F
Grant date
Expiry date
01/07/16
01/07/20
27/05/19
05/11/20
2020
Number
285,970
110,000
395,970
2019
Number
232,405
–
232,405
83
Notes to the financial statements continued
Note 35. Share-based payments (continued)
Valuation of performance rights granted during FY20
For the performance rights granted during the current financial year, the valuation model inputs used to determine the fair value
at the grant date, are as follows:
Class
Class G
Class H
Class I
Class J
Class K
Class L
Grant date
Expiry date
25/03/20
25/06/21
08/04/20
07/04/23
08/04/20
07/04/23
12/05/20
12/06/20
12/06/20
12/05/21
12/06/21
12/06/21
Restricted Share Units
Share price
at grant date
Exercise price
Fair value
at grant date
$0.490
$0.750
$0.750
$0.785
$0.650
$0.650
–
–
–
–
–
–
$0.490
$0.750
$0.750
$0.785
$0.650
$0.650
In 2019 financial year, the Consolidated Entity issued 1,073,000 Class A Unlisted Restricted Share Units (“RSUs”) under the
Company’s 2019 Restricted Share Units Plan to US Employees of the Company. They were vested and converted into 1,073,000
Fully Paid Ordinary Share on 12 March 2020. $1,080,026 of share based payment expense was recorded in relation to Class A
RSUs for the financial year 30 June 2020 (2019: $615,314).
On 8 April 2020, the Consolidated Entity issued 436,677 Class B Unlisted RSUs under the Company’s 2020 Restricted Share Units
Plan to US employees. Each RSU will automatically vest upon the satisfaction of both performance conditions and Retention
conditions. The plan was valued at $327,508. As at 30 June 2020, $60,328 has been recognised as share‑based payments.
On 12 June 2020, the Consolidated Entity issued 68,625 Class C Unlisted RSUs under the Company’s Employee Incentive Plan.
Each RSU will automatically vest upon the satisfaction of retention condition. The plan was valued at $44,606. As at
30 June 2020, $9,212 has been recognised as share‑based payments.
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
Restrictive Share Units issued to BidEnergy Inc. employees
Options payment to Directors and other key management personnel
Issue of shares to employees
Total share‑based payments expense
Note 36. Funds held in trust
Consolidated
2020
$
2019
$
394,022
1,698,836
1,149,566
470,248
153,126
615,314
225,964
–
2,166,962
2,540,114
The Company holds funds and pays utility bills on behalf of its clients. As at 30 June 2020 the amount held on trust was
$47,280 (2019: $1,179,974).
84 Bid Annual Report 2020
Directors’ declaration
30 June 2020
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 2020 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
Geoffrey Kleemann
Interim Chairman
26 August 2020
85
Independent auditor’s report
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 controlled entities (the
Consolidated Entity), which comprises the consolidated statement of financial position as at 30 June 2020, 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 Consolidated Entity is in accordance with the Corporations
Act 2001, including:
(i) giving a true and fair view of the Consolidated Entity's financial position as at 30 June 2020 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 Consolidated Entity 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
60
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
86
Bid Annual Report 2020
Independent auditor’s report 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 because it is the most significant account
balance in the consolidated statement of profit or
loss and other comprehensive income. The
Consolidated Entity receives revenue from two
core income streams, and the accounting for each
of these differs.
Capitalisation of Software Development Costs
Refer to Note 14 in the financial statements
the year ended 30 June 2020,
During
Consolidated Entity’s
development costs of $1,162,580.
capitalised
the
software
recognition of
the capitalised software
The
development costs involves significant judgement
in respect of factors including, 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
Our audit procedures in relation to the recognition of
revenue included:
Assessing whether the Consolidated Entity’s revenue
recognition policies were in compliance with AASB 15
Revenue from Contracts with Customers;
Evaluating
the
operating
management’s
recognition;
controls
effectiveness
to
of
revenue
related
Performing substantive analytical review procedures
on US energy rebate revenue;
Performing detailed testing on a sample of platform
subscription fees recognised and assessing the
allocation of revenue to the contracts with customers;
and
Reviewing revenue transactions before and after
year-end to ensure that revenue is recognised in the
correct period.
Our audit procedures in relation to capitalised software
development costs included:
Assessing management’s
capitalisation policy
against the requirements of AASB 138 Intangible
Assets;
Challenging management’s basis for capitalisation
and judgements on expected future economic benefit
for a sample of projects;
Assessing the costs capitalised on a sample basis to
the definition of
they meet
determine whether
development activity in accordance with AASB 138
and are correctly treated;
Reviewing a sample of software costs which were
expensed in the year to identify if these were eligible
for capitalisation in accordance with AASB 138; and
Reviewing wage rates utilised
in capitalisation
calculations.
61
87
Independent auditor’s report continued
Key Audit Matters (continued.)
Key Audit Matter
How our audit addressed this matter
two CGU’s based on
Our audit procedures in relation to management’s
impairment assessment included:
Assessing management’s determination that the
goodwill and intangible assets should be allocated
to
the
Consolidated Entity’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;
reasonableness
the nature of
the
Checking the mathematical accuracy of the cash
flow model, and reconciling input data to supporting
evidence, such as approved budgets and
considering the reasonableness of these budgets;
and
Reviewing the accuracy of disclosures of critical
financial
valuation
estimates and assumptions
statements
in
methodologies.
relation
the
the
to
in
Impairment of goodwill and intangible assets
Refer to Note 14 in the financial statements
The Consolidated Entity has net book value goodwill
in respect of the acquisitions of
of $706,918
subsidiaries and $1,757,830 of other intangible
assets as at 30 June 2020.
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
involves significant
(“CGU’s”)
judgements about the future underlying cash flows of
the business, discount rates and terminal growth
applied.
For the year ended 30 June 2020 management
performed an impairment assessment of the goodwill
and intangible assets balance by:
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 used, to assess the impact on
the valuation.
62
88 Bid Annual Report 2020
Independent auditor’s report continued
Key Audit Matters (continued.)
Key Audit Matter
How our audit addressed this matter
Valuation of performance rights, options and restricted shares units
Refer to Note 35 in the financial statements
The Consolidated Entity offers ownership based
remuneration in the form of share option plans to
Directors and other key management personnel.
Management have accounted for these remuneration
arrangements in accordance with AASB 2 Share-
Based Payments.
We consider this to be a key audit matter because of
the complexity in the valuation of the instruments and
the judgmental nature of inputs into the valuation
models, including the likelihood of vesting conditions
being met, and
valuation
methodology to apply.
the appropriate
Our audit procedures in relation to valuation of
performance rights, options and restricted share units
included:
Assessing the valuation methodology used;
Reviewing the inputs used by management in the
valuation model to ensure they are appropriate;
Assessing the valuation of performance rights,
options and restricted shares units against the
requirements of AASB 2; and
Reviewing the reasonableness of management’s
estimates of the likelihood of achieving the vesting
is
conditions
appropriate.
their assessment
to ensure
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Consolidated Entity's annual report for the year ended 30 June 2020, 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.
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 Consolidated Entity
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 Consolidated Entity or to cease
operations, or have no realistic alternative but to do so.
63
89
Independent auditor’s report continued
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 2020.
In our opinion, the Remuneration Report of BidEnergy Limited, for the year ended 30 June 2020, 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
B Y CHAN
Partner
Dated: 26 August 2020
Melbourne, Victoria
64
90 Bid Annual Report 2020
Shareholder information
30 June 2020
The shareholder information set out below was applicable as at 1 August 2020.
1. Quotation
Listed securities in BidEnergy Limited are quoted on the Australian Securities Exchange under ASX code BID (Fully Paid
Ordinary Shares).
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, Performance Rights or Restricted Stock Units 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
Units
597
640
362
612
154
287,302
1,707,974
2,836,965
20,340,576
105,654,638
%
0.22
1.31
2.17
15.55
80.75
2,365
130,827,455
100.00%
On 1 August 2020, there were 375 holders of unmarketable parcels of less than 95,596 ordinary shares (based on the closing
share price of $0.72).
ii) Class G Performance Rights
Shares Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
Holders
Units
–
–
–
–
%
–
–
–
–
161,6061
100.00
161,606
100.00%
–
–
–
–
1
1
1 Holders who hold more than 20% of securities are: Marco Miranda Nominees Pty Ltd
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