Bill Identity Limited
(Formerly known as BidEnergy Limited)
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
Bill Identity Limited
ABN:
94 131 445 335
Reporting period:
For the year ended 30 June 2021
Previous period:
For the year ended 30 June 2020
2. Results for announcement to the market
$
Revenues from ordinary activities
up
55% to
14,592,664
Underlying EBITDA (Loss)
up
78% to
(6,693,402)
Loss from ordinary activities after tax attributable to the owners of Bill
Identity Limited
up
76% to
(12,138,510)
Loss for the year attributable to the owners of Bill Identity Limited
up
76% to
(12,138,510)
Comments
Bill Identity Limited (Bid) total operating revenue grew 55% year-on-year to $14.6M in FY21 (FY20: $9.4M), with Bid’s
subscription revenue growing 102% to $9.8M. This resulted in a year-on-year increase in its share of revenue to 67% from
52%. In FY21, the acquisition of Optima contributed $2M in subscription fee revenue whilst organic subscription revenue
increased to $7.8M, representing 61% growth. This organic growth was delivered through a combination of growth in new
client contracts, high rates of customer retention and recurring revenue from existing clients who took up additional platform
services. Bid clients grew to 226 as at 30 June 2021, from 128 at 30 June 2020. US energy rebate revenues also grew during
the year contributing revenue of $4.8M (FY20: $4.4M).
Underlying EBITDA* loss increased 78% to $6.7M for FY21 as the Consolidated Entity continued to invest in its people to
enable the company to execute and deliver on growing opportunities domestically and overseas. The acquisition of Optima
further complements Bid's goal of accelerating penetration in the UK and European markets.
The loss for the Consolidated Entity after providing for income tax amounted to $12.1M (30 June 2020: $6.9M). A
reconciliation of underlying EBITDA to loss for the year is contained in note 4, operating segments.
During the 2021 financial year, the Consolidated Entity successfully raised $15M (before costs) to fund the Optima acquisition
cash consideration and general working capital requirement. At 30 June 2021 the Consolidated Entity held $16.5M in cash.
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 2021, 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.
FY21
FY20
%
$
$
Favourable /
(Unfavourable)
Bid Subscription Fee Revenue
9,835
4,867
102%
Rebate Revenue
4,758
4,421
8%
Bid non-subscription fee revenue
-
100
(100%)
Total Revenue
14,593
9,388
55%
Underlying EBITDA*
(6,693)
(3,752)
(78%)
Statutory net loss after tax
(12,139)
(6,911)
(76%)
* Underlying EBITDA is a non-IFRS measure calculated as earnings before income tax, and before depreciation and
amortisation, share based payments, reorganisation costs, transaction fees, net finance costs and foreign exchange as
detailed in note 4 of the financial report.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Appendix 4E
Preliminary final report
3. Net tangible assets
Reporting
period
Previous
period
Cents
Cents
Net tangible assets per ordinary security
7.51
5.00
4. Control gained over entities
Name of entities (or group of entities)
Optima Energy Management Holdings Ltd and Controlled Entities
Date control gained
3 December 2020
$
Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities before income tax
during the period (where material)
89,186
Profit/(loss) from ordinary activities before income tax of the controlled entity (or group of entities) for the
whole of the previous period (where material)
40,924
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Appendix 4E
Preliminary final report
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Bill Identity Limited owns three wholly owned subsidiaries, being Optima Management Holdings Ltd (UK), Bill Identity Ltd
(UK) and Bill Identity Inc. (USA). These companies prepare their financial statements in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
10. Audit qualification or review
The financial statements have been audited and an unmodified opinion has been issued.
11. Attachments
The Annual Report of Bill Identity Limited for the year ended 30 June 2021 is attached.
12. Signed
Signed ___________________________
Date: 31 August 2021
Peter Tonagh
Non-Executive Chairman
Bill Identity Limited
(Formerly known as BidEnergy Limited)
ABN 94 131 445 335
Annual Report - 30 June 2021
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Contents
30 June 2021
1
Corporate directory
Directors' report
Auditor's independence declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Bill Identity Limited
Shareholder information
2
3
19
20
21
22
23
24
62
63
67
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Corporate directory
30 June 2021
2
Directors
Peter Tonagh (Non-Executive Chairman)
Guy Maine (Managing Director)
Leanne Graham (Non-Executive Director)
Geoffrey Kleemann (Non-Executive Director)
David Hancock (Non-Executive Director)
Company secretary
Lior Harel
Registered office
Level 49
360 Elizabeth Street
Melbourne, Victoria 3000
Phone: 1800 319 450
Principal place of business
Level 49
360 Elizabeth Street
Melbourne, Victoria 3000
Phone: 1800 319 450
Share register
Computershare Investor Services Pty Ltd
Level 2, 45 St Georges Terrace
Perth, Western Australia 6000
Phone: (03) 9415 4062
Auditor
RSM Australia Partners
Level 21, 55 Collins Street
Melbourne, Victoria 3000
Stock exchange listing
Bill Identity Limited securities are listed on the Australian Securities Exchange (ASX
code: BID)
Website
www.billidentity.com
Corporate Governance Statement
The Company's Corporate Governance Statement and Corporate Governance Plan
are available on the Company's website at: https://billidentity.com/investors/
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
3
The Directors present their report, together with the financial statements, on the Consolidated Entity consisting of Bill Identity
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 2021.
Directors
The following persons were Directors of Bill Identity Limited during the financial year and up to the date of this report, unless
otherwise stated:
Peter Tonagh (Non-Executive Chairman) (appointed on 4 January 2021)
Guy Maine (Managing Director)
Leanne Graham (Non-Executive Director)
Geoffrey Kleemann (Non-Executive Director) (Interim Non-Executive Chairman to 4 January 2021)
David Hancock (Non-Executive Director) (appointed on 1 September 2020)
Principal activities
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 continued earning 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.
In December 2020, Bid acquired 100% of the issued shares of Optima Energy Management Holdings Ltd, a UK-based energy
management software business. Bid believes that the acquisition is complementary to its goal of accelerating penetration in
the UK and European markets.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
Bill Identity Limited (Bid) total operating revenue grew 55% year-on-year to $14.6M in FY21 (FY20: $9.4M), with Bid’s
subscription revenue growing 102% to $9.8M. This resulted in a year-on-year increase in its share of revenue to 67% from
52%. In FY21, the acquisition of Optima contributed $2M in subscription fee revenue whilst organic subscription revenue
increased to $7.8M, representing 61% growth. This organic growth was delivered through a combination of growth in new
client contracts, high rates of customer retention and recurring revenue from existing clients who took up additional platform
services. Bid clients grew to 226 as at 30 June 2021, from 128 at 30 June 2020. US energy rebate revenues also grew during
the year contributing revenue of $4.8M (FY20: $4.4M).
Underlying EBITDA* loss increased 78% to $6.7M for FY21 as the Consolidated Entity continued to invest in its people to
enable the company to execute and deliver on growing opportunities domestically and overseas. The acquisition of Optima
further complements Bid's goal of accelerating penetration in the UK and European markets.
The loss for the Consolidated Entity after providing for income tax amounted to $12.1M (30 June 2020: $6.9M). A
reconciliation of underlying EBITDA to loss for the year is contained in note 4, operating segments.
During the 2021 financial year, the Consolidated Entity successfully raised $15M (before costs) to fund the Optima acquisition
cash consideration and general working capital requirement. At 30 June 2021 the Consolidated Entity held $16.5M in cash.
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 2021, 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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
4
FY21
FY20
%
$
$
Favourable /
(Unfavourable)
Bid Subscription Fee Revenue
9,835
4,867
102%
Rebate Revenue
4,758
4,421
8%
Bid non-subscription fee revenue
-
100
(100%)
Total Revenue
14,593
9,388
55%
Underlying EBITDA*
(6,693)
(3,752)
(78%)
Statutory net loss after tax
(12,139)
(6,911)
(76%)
* Underlying EBITDA is a non-IFRS measure calculated as earnings before income tax, and before depreciation and
amortisation, share based payments, reorganisation costs, transaction fees, net finance costs and foreign exchange as
detailed in note 4 of the financial report.
Significant changes in the state of affairs
On 13 July 2020, the Company issued 174,424 Class M Performance Rights under its Employee Incentive Plan.
On 17 July 2020, the Company issued 110,000 fully paid ordinary shares on conversion of Class F Performance Rights.
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.
During the period between 21 August 2020 and 11 November 2020, the Company issued 8,605,612 fully paid ordinary shares
on at an issue price of $0.75 (75 cents) per share pursuant to the exercise of Class L Options, raising $6,454,209.
On 16 September 2020, the Company issued 341,212 fully paid ordinary shares, which consists of:
●
conversion of 148,969 Class K Performance Rights;
●
conversion of 54,651 Class L Performance Rights; and
●
conversion of 68,625 Class C Restricted Stock Units.
On 9 October 2020, the Company issued the following securities under its Employee Incentive Plan:
●
279,260 Class D Restricted Stock Units "RSUs" for nil consideration, expiring 1 October 2023. The RSUs will vest in
four tranches upon the satisfaction of both performance conditions and retention condition;
●
24,826 Class H Performance Rights for nil consideration, expiring 7 April 2023. The Performance Rights will
automatically vest in four tranches upon the satisfaction of both performance conditions and retention conditions;
●
703,958 Class N Performance Rights for nil consideration, expiring 1 October 2023. The Performance Rights will
automatically vest in four tranches upon the satisfaction of both performance conditions and retention conditions;
●
102,780 Class O Performance Rights for nil consideration, expiring 1 October 2023. The Performance Rights will
automatically vest in four tranches upon the satisfaction of both performance conditions and retention conditions;
●
93,458 Class P Performance Rights for nil consideration, expiring 29 September 2023. The Performance Rights will
automatically vest in four tranches upon the satisfaction of both performance conditions and retention conditions;
●
800,000 Class R Options with an exercise price of $1.64 per option, expiring 6 October 2024; and
●
650,000 Class S Options with an exercise price of $1.55 per option, expiring 29 September 2024.
On 16 October 2020, the Company issued 554,735 fully paid ordinary shares, which consists of:
●
conversion of 174,424 Class M performance rights;
●
conversion of 148,082 Class H performance rights;
●
conversion of 22,905 Class I performance rights; and
●
conversion of 70,964 Class B Restricted Stock Units.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
5
On 23 October 2020, the Company issued 650,000 Class R Options under its Employee Incentive Plan, with an exercise
price of $1.64 per option, expiring 6 October 2024.
On 3 December 2020, the Company announced its acquisition of Optima for GBP5.4 million (~A9.8m), including:
●
GBP3.2 million (~A$5.8m) payable in cash upfront;
●
3.384 million Bid shares at an issue price of A$1.16 per share; and
●
a Deferred Payment, payable in cash, subject to Optima achieving certain performance milestones regarding revenue
and costs within the year following the completion of the acquisition.
The Company also announced a fully underwritten institutional placement to raise A$15 million (before costs) at A$1.07 per
share to fund the Optima acquisition cash consideration, UK and EU sales and marketing costs and general working capital
requirement. 14,018,692 fully paid placement shares were issued on 10 December 2020.
On 10 December, the Company issued 574,713 fully paid ordinary shares, raising $500,000. On the same date, the Company
issued:
●
975,000 Class T Options with an exercise price of $1.74, expiring on 8 December 2024;
●
225,000 Class U Options with an exercise price of $1.46, expiring on 1 September 2024; and
●
1,000,000 Class Q Options with an exercise price of $1.26, expiring on 17 August 2024.
On 24 December 2020, the Company issued 3,094,301 fully paid ordinary shares, which consists of:
●
exercise of 882,353 Class G Options at an issue price of $0.204 (20.4 cents), raising $180,000;
●
exercise of 882,353 Class H Options at an issue price of $0.306 (30.6 cents), raising $270,000;
●
exercise of 1,250,000 Class I Options at an issue price of $0.408 (40.8 cents), raising $510,000; and
●
cashless exercise of 79,595 Class N Options.
On 15 January 2021, the Company issued 235,639 fully paid ordinary shares, on conversion of the following Employee
Incentive Securities:
●
141,771 Class H Performance Rights;
●
22,905 Class I Performance Rights; and
●
70,963 Class B Restricted Stock Units.
On 19 February 2021, the Company issued 650,000 Class R options with an exercise price of $1.64 per option, expiring 6
October 2024. The Company also issued 94,578 fully paid ordinary shares at an issue price of $0.476 (47.6 cents) per share
pursuant to the exercise of Class E options, raising $45,019.
On 19 March 2021, the Company issued 700,000 fully paid ordinary shares at an issue price of $0.136 (13.6 cents) per share
pursuant to the exercise of Class J Options, raising $95,200.
On 25 March 2021, the Company issued 161,606 fully paid ordinary shares on conversion of Class G performance rights.
On 15 April 2021, the Company issued 231,787 fully paid ordinary shares, which consists of:
●
conversion of 137,925 Class H Performance Rights;
●
conversion of 22,904 Class I Performance Rights; and
●
conversion of 70,958 Class B Restricted Stock Units.
There were no other significant changes in the state of affairs of the Consolidated Entity during the financial year.
Matters subsequent to the end of the financial year
On 15 July 2021, the Company issued 221,009 fully paid ordinary shares, which consists of:
●
conversion of 127,152 Class H Performance Rights;
●
conversion of 22,903 Class I Performance Rights; and
●
conversion of 70,954 Class B Restricted Stock Units.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
6
No other matter or circumstance has arisen since 30 June 2021 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
Bid will continue to focus on growing its customer base to provide energy spend management services. Growth will be
targeted at continued Australian, New Zealand, US and UK expansion, upselling existing platform services, and cross selling
the Bid platform to Bid US customers. Bid will continue to pursue new channel partners through which to distribute the Bid
platform.
Environmental regulation
The Consolidated Entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on Directors
Name:
Peter Tonagh
Title:
Non-Executive Chairman (appointed on 4 January 2021)
Qualifications:
B Comm, MBA (INSEAD)
Experience and expertise:
Mr Tonagh is the former CEO of Foxtel and News Corp Australia after having served
as Chief Operating Officer of both companies. He also held the role of Foxtel’s Chief
Financial Officer for nine years.
Mr Tonagh currently serves as Non-Executive Director of Sydney-based advanced
analytics company, Quantium, and is the Chairman of Honey Insurance. He is the
former Lead Independent Director for Village Roadshow Limited. Peter is Chairman of
not-for-profit media organisation, Bus Stop Films, and is a Non-Executive Director of
the Australian Broadcasting Corporation.
Other current directorships:
Chairman, GTN Limited (ASX: GTN)
Former directorships (last 3 years): Lead Independent Director for Village Roadshow Limited (ASX: VRL)
Interests in shares:
28,956 fully paid ordinary shares
Interests in options:
None
Interests in rights:
None
Name:
Guy Maine
Title:
Managing Director
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:
208,025 fully paid ordinary shares
Interests in options:
1,505,883 unlisted Class J options
300,000 unlisted Class M options
180,447 unlisted Class N options
1,000,000 unlisted Class Q options
Interests in rights:
None
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
7
Name:
Leanne Graham
Title:
Independent Non-Executive Director
Experience and expertise:
Ms Graham is one of New Zealand’s few female IT entrepreneurs 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.
Ms Graham 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. Ms Graham has recently been appointed as a Non-Executive Director at
Douugh Limited, and is a member of the New Zealand Order of Merit.
Other current directorships:
Non-Executive Director of archTIS Limited (ASX: AR9)
Non-Executive Director at Douugh Limited (ASX: DOU)
Former directorships (last 3 years): Non-Executive Chairperson of VPCL Limited (ASX: VPC)
Non-Executive Director at Apps Village Limited (ASX: APV)
Interests in shares:
234,959 fully paid ordinary shares
Interests in options:
294,118 unlisted Class K options
208,208 unlisted Class N options
300,000 unlisted Class T options
Interests in rights:
None
Name:
Geoffrey Kleemann
Title:
Non-Executive Director (Interim Non-Executive Chairman to 4 January 2021)
Qualifications:
CPA
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:
253,450 fully paid ordinary shares
Interests in options:
208,208 unlisted Class N options
375,000 unlisted Class T options
Interests in rights:
None
Name:
David Hancock
Title:
Non-Executive Director (appointed on 1 September 2020)
Qualifications:
BBus, GAICD
Experience and expertise:
Mr Hancock brings 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. Mr Hancock 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:
1,029,713 fully paid ordinary shares
Interests in options:
300,000 Class T unlisted options
225,000 Class U unlisted options
Interests in rights:
None
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
8
'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.
Company secretary
Mr Lior Harel (Company Secretary and General Counsel, appointed on 28 September 2020)
Mr Harel came to Bid having spent 2 years as General Counsel and Company Secretary of Cronos Australia Ltd (ASX:CAU),
a medicinal cannabis company with operations in Australia and Asia. Prior to Cronos Australia, Mr Harel was the Chief Legal
Counsel of SEEK.com.au (ASX:SEK) for approximately 7 years, focusing primarily on M&A and Corporate Finance
transactions for SEEK’s Australian and Asian businesses. Mr Harel commenced his career at leading Australian commercial
law firm, Arnold Bloch Leibler, rising to Senior Associate in the Corporate/Commercial and Banking and Finance teams. Lior
holds an LLB and a BA from the University of Melbourne.
Miss Erlyn Dale (Company Secretary, resigned on 28 September 2020)
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 2021, and the number of meetings attended by each Director were:
Full Board
Audit and Risk Committee
Remuneration and
Nominations Committee
Attended
Held
Attended
Held
Attended
Held
Peter Tonagh*
3
3
-
-
-
-
Guy Maine
7
7
-
-
-
-
Leanne Graham
7
7
3
3
1
1
Geoffrey Kleemann
7
7
3
3
1
1
David Hancock**
5
5
-
-
-
-
*
Mr Tonagh was appointed to the Board on 4 January 2021.
**
Mr Hancock was appointed to the Board on 27 August 2020.
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Consolidated Entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional information
●
Additional disclosures relating to key management personnel
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
9
Principles used to determine the nature and amount of remuneration
The objective of the Consolidated Entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of
reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
competitiveness and reasonableness
●
acceptability to shareholders
●
performance linkage / alignment of executive compensation
●
transparency
The Remuneration and Nominations Committee 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 has 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
●
attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives' interests by:
●
rewarding capability and experience
●
reflecting competitive reward for contribution to growth in shareholder wealth
●
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive Director and executive Director
remuneration is separate.
Non-executive Directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Remuneration and Nominations Committee. The Remuneration and
Nominations Committee 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 Remuneration and
Nominations Committee recommends the actual payments to directors and the Board is responsible for ratifying any
recommendations, if appropriate. ASX listing rules require the aggregate non-executive directors remuneration be
determined periodically by a general meeting. The aggregate approved remuneration for non-executive directors is $500,000.
Executive remuneration
The Consolidated Entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
base pay and non-monetary benefits
●
short-term performance incentives
●
share-based payments
●
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Remuneration and Nominations Committee based on individual and business unit performance, the overall performance of
the Consolidated Entity and comparable market remunerations.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
10
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 Remuneration and Nominations
Committee reviewed the long-term equity-linked performance incentives specifically for executives during the year ended 30
June 2021.
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.
Voting and comments made at the Company's 2020 Annual General Meeting ('AGM')
At the 2020 Annual General Meeting of shareholders held on 8 December 2020, 99.89% of the votes received supported the
adoption of the remuneration report for the year ended 30 June 2020. 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 Bill Identity
Limited:
●
Mr Peter Tonagh - Non-Executive Chairman (appointed on 4 January 2021)
●
Mr Guy Maine - Managing Director
●
Ms Leanne Graham - Non-Executive Director
●
Mr Geoffrey Kleemann - Non-Executive Director (Interim Non-Executive Chairman to 4 January 2021)
●
Mr David Hancock - Non-Executive Director (appointed on 1 September 2020)
●
Mr Fionn O'Keeffe - Chief Financial Officer (appointed on 23 November 2020)
●
Mr Matthew Watson - Chief Financial Officer (resigned on 28 July 2020)
Amounts of remuneration
Details of the remuneration of key management personnel of the Consolidated Entity are set out in the following tables.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
11
Short-term benefits
Long-term
benefits
Post-
employment
benefits
Share-
based
payments
Cash salary
Cash
Annual
Long
service
Super-
Equity-
and fees
bonus
leave
leave
annuation
settled
Total
2021
$
$
$
$
$
$
$
Directors:
Peter Tonagh*
66,000
-
-
-
-
-
66,000
Guy Maine**
300,000
48,750
5,735
4,996
33,131
513,136
905,748
Leanne Graham
72,500
-
-
-
-
79,734
152,234
Geoffrey Kleemann
77,716
-
-
-
7,383
76,325
161,424
David Hancock***
38,052
-
-
-
3,615
161,789
203,456
Other Key Management
Personnel:
Fionn O'Keeffe
151,603
-
11,591
2,511
14,402
197,170
377,277
Matthew Watson****
43,335
16,250
-
-
3,188
-
62,773
749,206
65,000
17,326
7,507
61,719
1,028,154
1,928,912
*
Mr Peter Tonagh was appointed as Non-Executive Chairman on 4 January 2021.
**
Mr Guy Maine received $48,750 cash bonus following the Board's assessment of his KPIs for the six-month ending 30
June 2020.
*** Mr David Hancock was appointed as Non-Executive Director on 1 September 2020.
**** Mr Matthew Watson received $16,250 cash bonus upon achieving his annual KPIs for the six-month ending 30 June
2020. He resigned as Chief Financial Officer, effective 28 July 2020.
Short-term benefits
Long-term
benefits
Post-
employment
benefits
Share-
based
payments
Cash salary
Cash
Annual
Long
service
Super-
Equity-
and fees
bonus
leave
leave
annuation
settled
Total
2020
$
$
$
$
$
$
$
Directors:
Geoffrey Kleemann*
54,760
-
-
-
4,841
56,383
115,984
Guy Maine**
300,000
200,000
35
5,014
47,500
97,889
650,438
Leanne Graham
75,500
-
-
-
-
119,268
194,768
Andrew Dyer***
85,347
-
-
-
9,964
106,620
201,931
Other Key Management
Personnel:
Matthew Watson****
213,750
20,000
3,685
4,962
22,206
48,955
313,558
729,357
220,000
3,720
9,976
84,511
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.
*** Andrew Dyer retired from the Board, effective 30 June 2020.
**** Matthew Watson resigned as Chief Financial Officer, effective 28 July 2020.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
12
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Name
2021
2020
2021
2020
2021
2020
Non-Executive Directors:
Peter Tonagh
100%
-
-
-
-
-
Leanne Graham
48%
39%
-
-
52%
61%
Geoffrey Kleemann
53%
51%
-
-
47%
49%
David Hancock
20%
-
-
-
80%
-
Andrew Dyer
-
47%
-
-
-
53%
Executive Directors:
Guy Maine
38%
54%
5%
31%
57%
15%
Other Key Management
Personnel:
Fionn O'Keeffe
48%
-
-
-
52%
-
Matthew Watson
74%
78%
26%
6%
-
16%
The proportion of the cash bonus paid/payable or forfeited is as follows:
Cash bonus paid/payable
Cash bonus forfeited
Name
2021
2020
2021
2020
Executive Directors:
Guy Maine
65%
67%
35%
33%
Other Key Management Personnel:
Matthew Watson
65%
80%
35%
20%
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:
Guy Maine
Title:
Managing Director
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 FY2021, Mr Maine’s maximum annual cash bonus
entitlement was set at $150,000, 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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
13
Name:
Fionn O'Keeffe
Title:
Chief Financial Officer (appointed 23 November 2020)
Agreement commenced:
23 November 2020
Term of agreement:
Ongoing
Details:
Mr O'Keeffe receives a base salary of $250,000 per annum plus superannuation.
In addition, Mr O'Keeffe 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 FY2021, Mr O'Keeffe’s maximum annual cash bonus
entitlement was set at $100,000, subject to a series of defined performance targets.
Either party may terminate the employment by providing the other party with two (2)
months written notice.
Name:
Matthew Watson
Title:
Chief Financial Officer (resigned on 28 July 2020)
Agreement commenced:
10 October 2016
Term of agreement:
Ongoing
Details:
Mr Watson receives a base salary of $225,000 per annum plus superannuation.
In addition, Mr Watson is 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 Company may terminate the employment agreement by providing Mr Watson with
12 weeks written notice, whilst Mr Watson may resign on giving one month notice.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
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 2021.
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
Class
Number of
options
granted
Grant date
Vesting and
exercisable
date
Expiry date
Exercise
price
Fair value
per option
at grant
date
Guy Maine
Class J
1,505,883 17/01/2018
Various
16/01/2022
$0.13
$0.008
Leanne Graham
Class K
294,118 27/11/2018
Various
26/11/2022
$1.19
$0.475
Guy Maine
Class M
300,000 03/12/2019
Various
29/01/2023
$1.93
$0.189
Guy Maine
Class N
180,447 03/12/2019
30/08/2020
14/10/2023
$0.85
$0.276
Leanne Graham
Class N
208,208 03/12/2019
03/12/2019
14/10/2023
$0.85
$0.271
Geoffrey Kleemann Class N
208,208 03/12/2019
03/12/2019
14/10/2023
$0.85
$0.271
Guy Maine
Class Q
1,000,000 10/12/2020
Various
17/08/2024
$1.26
$0.699
Leanne Graham
Class T
300,000 08/12/2020
Various
08/12/2024
$1.74
$0.645
Geoffrey Kleemann Class T
375,000 08/12/2020
Various
08/12/2024
$1.74
$0.645
David Hancock
Class T
300,000 08/12/2020
Various
08/12/2024
$1.74
$0.645
David Hancock
Class U
225,000 08/12/2020
01/09/2021
01/09/2024
$1.46
$0.666
Fionn O'Keeffe
Class R
650,000 19/02/2021
Various
06/10/2024
$1.64
$0.470
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
14
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 2021.
Values of options over ordinary shares granted, exercised and lapsed for Directors and other key management personnel
as part of compensation during the year ended 30 June 2021 are set out below:
Value of
Value of
Value of
Remuneration
options
options
options
consisting of
granted
exercised
lapsed
options
during the
during the
during the
for the
year
year
year
year
Name
$
$
$
%
Guy Maine
698,720
38,480
-
57%
Leanne Graham*
193,476
-
6,396
52%
Geoffrey Kleemann*
241,845
-
-
47%
David Hancock
343,290
-
-
80%
Fionn O'Keeffe
305,500
-
-
52%
*
During the 2021 financial year, Ms Leanne Graham and Mr Geoffrey Kleemann exercised 17,242 and 51,725 unlisted
Class L Options respectively. These options were issued as free attaching options as part of a placement to
sophisticated investors in 2020 financial year. Therefore the value of options exercised during the year is nil.
Performance rights
There were no performance rights over ordinary shares issued to Directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2021.
Performance rights granted carry no dividend or voting rights.
Additional information
The earnings of the Consolidated Entity for the five years to 30 June 2021 are summarised below:
2021
2020
2019
2018
2017
$
$
$
$
$
Revenue
14,716,250
9,477,989
5,444,338
4,464,293
2,999,867
Net loss before tax
(12,156,853)
(6,892,991)
(6,599,957)
(4,527,522)
(7,378,001)
Net loss after tax
(12,138,510)
(6,910,711)
(6,566,405)
(4,517,631)
(7,185,483)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2021
2020
2019
2018
2017
Share price at financial year start ($)
0.62
0.83
0.05
0.02
0.10
Share price at 2019 financial year start -
Adjusted for share consolidation ($)
-
-
0.34
-
-
Share price at financial year end ($)
0.52
0.62
0.83
0.05
0.02
Basic earnings per share (cents per share)
(8.12)
(5.52)
(6.00)
(0.66)
(2.21)
Diluted earnings per share (cents per share)
(8.12)
(5.52)
(6.00)
(0.66)
(2.21)
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:
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
15
Balance at
the start of
the year
Received as
part of
exercise of
options
Additions
Disposals
Other
Balance at
the end of the
year
Ordinary shares
Peter Tonagh*
-
-
28,956
-
-
28,956
Guy Maine
188,525
700,000
19,500
(700,000)
-
208,025
Leanne Graham
217,717
17,242
-
-
-
234,959
Geoffrey Kleemann
201,725
51,725
-
-
-
253,450
David Hancock**
-
-
1,029,713
-
-
1,029,713
Matthew Watson***
119,416
-
-
-
(119,416)
-
727,383
768,967
1,078,169
(700,000)
(119,416)
1,755,103
*
Mr Peter Tonagh was appointed as Non-Executive Chairman on 4 January 2021. He did not hold any fully paid ordinary
shares of the Company on his appointment date.
**
Mr David Hancock was appointed as Non-Executive Director on 1 September 2020. He did not hold any fully paid
ordinary shares of the Company on his appointment date.
*** Mr Matthew Watson resigned as Chief Financial Officer on 28 July 2020. The balance in “Other” column represents his
share holding on that date.
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:
Balance at
Forfeited/
Balance at
the start of
expired/
the end of
the year
Granted
Exercised
other
the year
Options over ordinary shares
Guy Maine
2,686,330
1,000,000
(700,000)
-
2,986,330
Leanne Graham*
593,098
300,000
(17,242)
(73,530)
802,326
Geoffrey Kleemann
259,933
375,000
(51,725)
-
583,208
David Hancock
-
525,000
-
-
525,000
Fionn O'Keeffe
-
650,000
-
-
650,000
Matthew Watson**
51,127
-
-
(51,127)
-
3,590,488
2,850,000
(768,967)
(124,657)
5,546,864
*
73,530 Class F options that were previously issued to Ms Leanne Graham lapsed during the year upon expiry.
**
Mr Matthew Watson resigned as Chief Financial Officer on 28 July 2020. The balance in “Forfeited/lapsed/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:
Balance at
Balance at
the start of
the end of
the year
Granted
Exercised
Other*
the year
Performance rights over ordinary shares
Matthew Watson
16,242
-
-
(16,242)
-
16,242
-
-
(16,242)
-
*
Mr Matthew Watson resigned as Chief Financial Officer on 28 July 2020. The balance in “Other” column represents his
performance right holding on that date.
This concludes the remuneration report, which has been audited.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
16
Shares under option
Unissued ordinary shares of Bill Identity Limited under option at the date of this report are as follows:
Exercise
Number
Class
Grant date
Expiry date
price
under option
Unlisted Class E
24/11/2016
24/11/2021
$0.476
189,159
Unlisted Class J
17/01/2018
16/01/2022
$0.136
1,505,883
Unlisted Class K
27/11/2018
26/11/2022
$1.190
441,177
Unlisted Class M
03/12/2019
29/01/2023
$1.930
300,000
Unlisted Class N
03/12/2019
14/10/2023
$0.850
596,863
Unlisted Class P
10/02/2020
07/02/2024
$1.700
204,507
Unlisted Class Q
17/08/2020
17/08/2024
$1.260
2,300,000
Unlisted Class R
06/10/2020
06/10/2024
$1.640
800,000
Unlisted Class R
23/10/2020
06/10/2024
$1.640
650,000
Unlisted Class R
19/02/2021
06/10/2024
$1.640
650,000
Unlisted Class S
09/10/2020
29/09/2024
$1.550
650,000
Unlisted Class T
10/12/2020
08/12/2024
$1.740
975,000
Unlisted Class U
10/12/2020
01/09/2024
$1.460
225,000
9,487,589
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 Bill Identity Limited were issued during the year ended 30 June 2021 and up to the date of
this report on the exercise of options granted:
Exercise
Number of
Date options granted
Class
price
shares
issued
24/11/2016
Unlisted Class E options
$0.476
94,578
08/08/2017
Unlisted Class G options
$0.204
882,353
08/08/2017
Unlisted Class H options
$0.306
882,353
08/08/2017
Unlisted Class I options
$0.408
1,250,000
19/01/2018
Unlisted Class J options
$0.136
700,000
08/11/2019
Unlisted Class L options
$0.750
8,605,412
03/12/2019
Unlisted Class N options
$0.850
79,595
12,494,291
Shares under restricted stock units
Unissued ordinary shares of Bill Identity Limited under restricted stock units ("RSUs")at the date of this report are as follows:
Number
of
Class
Grant date
Expiry
Exercise price
RSUs
Unlisted Class D
06/10/2020
01/10/2023
-
256,746
Shares issued on the conversion of restricted stock units
The following ordinary shares of Bill Identity Limited were issued during the year ended 30 June 2021 and up to the date of
this report on the conversion of restricted stock units:
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
17
Conversion
Number of
Date restricted share units granted
Class
price
shares issued
08/04/2020
Unlisted Class B restricted stock units
-
283,839
12/06/2020
Unlisted Class C restricted stock units
-
68,625
352,464
Shares under performance rights
Unissued ordinary shares of Bill Identity Limited under performance rights at the date of this report are as follows:
Exercise
Number
Class
Grant date
Expiry date
price
under rights
Unlisted Class N
06/10/2020
01/10/2023
-
557,558
Unlisted Class O
06/10/2020
01/10/2023
-
102,780
Unlisted Class P
06/10/2020
01/10/2023
-
93,458
753,796
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 Bill Identity Limited were issued during the year ended 30 June 2021 and up to the date of
this report on the exercise of performance rights granted:
Date performance rights granted
Class
Exercise price
Number of
shares issued
05/08/2019
Unlisted Class F
-
110,000
25/03/2020
Unlisted Class G
-
161,606
08/04/2020
Unlisted Class H
-
554,930
08/04/2020
Unlisted Class I
-
91,617
12/05/2020
Unlisted Class J
-
105,887
12/06/2020
Unlisted Class K
-
148,969
12/06/2020
Unlisted Class L
-
54,651
13/07/2020
Unlisted Class M
-
174,424
1,402,084
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the
Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' report
30 June 2021
18
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Officers of the Company who are former partners of RSM Australia Partners
There are no officers of the Company 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
___________________________
Peter Tonagh
Non-Executive Chairman
31 August 2021
19
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Bill Identity Limited for the year ended 30 June 2021, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
B Y CHAN
Partner
Dated: 31 August 2021
Melbourne, Victoria
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Consolidated
Note
2021
2020
$
$
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Revenue
5
14,592,664
9,387,568
Other income
6
123,586
90,421
Expenses
Third party support and development costs
(4,085,222)
(2,011,549)
Depreciation and amortisation expense
7
(1,527,763)
(1,059,315)
Employee benefits expense
(13,827,423)
(7,939,874)
Share based payments
40
(4,027,068)
(2,166,962)
Administration expense
(1,798,618)
(1,753,472)
Software expense
(827,284)
(219,686)
Marketing expense
(428,227)
(374,719)
Occupancy expense
(286,964)
(628,401)
Travel expense
(32,328)
(211,587)
Finance costs
7
(32,206)
(5,415)
Loss before income tax (expense)/benefit
(12,156,853)
(6,892,991)
Income tax (expense)/benefit
8
18,343
(17,720)
Loss after income tax (expense)/benefit for the year attributable to the owners
of Bill Identity Limited
(12,138,510)
(6,910,711)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
(205,857)
19,758
Other comprehensive income for the year, net of tax
(205,857)
19,758
Total comprehensive income for the year attributable to the owners of Bill
Identity Limited
(12,344,367)
(6,890,953)
Cents
Cents
Basic earnings per share
39
(8.12)
(5.52)
Diluted earnings per share
39
(8.12)
(5.52)
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Statement of financial position
As at 30 June 2021
Consolidated
Note
2021
2020
$
$
The above statement of financial position should be read in conjunction with the accompanying notes
21
Assets
Current assets
Cash and cash equivalents
9
16,454,969
8,295,916
Trade and other receivables
10
1,261,159
470,050
Financial assets at amortised cost
37,500
37,500
Right-of-use assets
-
36,196
Other current assets
11
956,363
165,202
Total current assets
18,709,991
9,004,864
Non-current assets
Property, plant and equipment
12
247,591
45,843
Right-of-use assets
13
973,324
-
Intangibles
14
14,612,781
2,464,748
Other
15
128,809
30,482
Total non-current assets
15,962,505
2,541,073
Total assets
34,672,496
11,545,937
Liabilities
Current liabilities
Trade and other payables
16
2,849,128
1,129,279
Borrowings
17
304,207
101,735
Lease liabilities
18
397,693
38,186
Employee benefits
19
889,619
526,665
Other
20
2,461,661
362,375
Total current liabilities
6,902,308
2,158,240
Non-current liabilities
Borrowings
21
218,838
249,556
Lease liabilities
22
552,649
-
Deferred tax liabilities
92,504
134,574
Employee benefits
23
133,503
136,449
Make good provision
32,923
-
Total non-current liabilities
1,030,417
520,579
Total liabilities
7,932,725
2,678,819
Net assets
26,739,771
8,867,118
Equity
Issued capital
24
64,802,437
37,006,753
Reserves
25
3,912,088
1,882,635
Accumulated losses
(41,974,754)
(30,022,270)
Total equity
26,739,771
8,867,118
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Statement of changes in equity
For the year ended 30 June 2021
The above statement of changes in equity should be read in conjunction with the accompanying notes
22
Total equity
Issued
Capital
Accumulated
Losses
Reserves
Consolidated
$
$
$
$
Balance at 1 July 2019
25,797,430
(23,521,681)
3,714,150
5,989,899
Loss after income tax expense for the year
-
(6,910,711)
-
(6,910,711)
Other comprehensive income for the year, net of tax
-
-
19,758
19,758
Total comprehensive income for the year
-
(6,910,711)
19,758
(6,890,953)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 24)
6,290,365
-
-
6,290,365
Share-based payments (note 40)
153,126
-
2,013,836
2,166,962
Transfers
-
410,122
(410,122)
-
Exercise of options
1,310,845
-
-
1,310,845
Conversion of performance rights
1,759,647
-
(1,759,647)
-
Conversion of restricted share units
1,695,340
-
(1,695,340)
-
Balance at 30 June 2020
37,006,753
(30,022,270)
1,882,635
8,867,118
Total equity
Issued
Capital
Accumulated
Losses
Reserves
Consolidated
$
$
$
$
Balance at 1 July 2020
37,006,753
(30,022,270)
1,882,635
8,867,118
Adjustment for other income earned in prior year
-
50,012
-
50,012
Balance at 1 July 2020 - restated
37,006,753
(29,972,258)
1,882,635
8,917,130
Loss after income tax benefit for the year
-
(12,138,510)
-
(12,138,510)
Other comprehensive income for the year, net of tax
-
-
(205,857)
(205,857)
Total comprehensive income for the year
-
(12,138,510)
(205,857)
(12,344,367)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 24)
14,670,465
-
-
14,670,465
Share-based payments (note 40)
-
-
4,027,068
4,027,068
Exercise of options
7,575,832
-
(31,797)
7,544,035
Conversion of performance rights and restricted stock units
1,064,174
-
(1,064,174)
-
Shares issued for Optima acquisition
3,925,440
-
-
3,925,440
Transfers
559,773
136,014
(695,787)
-
Balance at 30 June 2021
64,802,437
(41,974,754)
3,912,088
26,739,771
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Statement of cash flows
For the year ended 30 June 2021
Consolidated
Note
2021
2020
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
23
Cash flows from operating activities
Receipts from customers (inclusive of GST)
15,787,841
9,858,629
Payments to suppliers and employees (inclusive of GST)
(21,473,902)
(13,032,031)
Receipts from other government grants
78,348
50,000
Interest received
24,172
35,005
Interest and other finance costs paid
(48,292)
-
Net cash used in operating activities
36
(5,631,833)
(3,088,397)
Cash flows from investing activities
Payments for property, plant and equipment
12
(190,896)
(32,981)
Payments for intangibles (capitalised development costs)
14
(1,920,730)
(1,162,580)
Cash paid for business acquisition, net of cash acquired
33
(5,580,909)
-
Cash paid for business acquisition, cost reduction earn out
33
(451,532)
-
Payments for security deposits
(102,367)
(51,024)
Proceeds from sale of plant and equipment
11,555
-
Net cash used in investing activities
(8,234,879)
(1,246,585)
Cash flows from financing activities
Proceeds from issue of shares
24
23,054,278
8,709,993
Share issue costs
(829,535)
(500,096)
Proceeds from borrowings
194,397
371,931
Repayment of lease liabilities
(246,047)
(147,559)
Net cash from financing activities
22,173,093
8,434,269
Net increase in cash and cash equivalents
8,306,381
4,099,287
Cash and cash equivalents at the beginning of the financial year
8,295,916
4,198,978
Effects of exchange rate changes on cash and cash equivalents
(147,328)
(2,349)
Cash and cash equivalents at the end of the financial year
9
16,454,969
8,295,916
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
24
Note 1. General information
The financial statements cover Bill Identity Limited as a Consolidated Entity consisting of Bill Identity Limited and the entities
it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Bill
Identity Limited's functional and presentation currency.
Bill Identity 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
Principal place of business
Level 49
Level 49
360 Elizabeth Street
360 Elizabeth Street
Melbourne, Victoria 3000
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 31 August 2021. The
Directors have the power to amend and reissue the financial statements.
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:
Conceptual Framework for Financial Reporting (Conceptual Framework)
The Consolidated Entity has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework
contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting
Standards, but it has not had a material impact on the Consolidated Entity’s financial statements.
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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
25
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 32.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Bill Identity Limited
('Company' or 'Parent Entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Bill Identity
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 Bill Identity 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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
26
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.
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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
27
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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
28
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
2-5 years
Office equipment
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.
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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
29
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.
Software development costs are capitalised at the direct costs incurred and amortised on a straight line basis over the period
of their expected benefit being their finite life of 2-3 years. Amortisation starts at the time that the technology is activated and
issued by both internal and external customers. The capitalised costs include the direct costs of internal staff and any
supporting software acquired from a third party.
Brand
The brand of an entity arises on the acquisition of a business. The brand is amortised on a straight-line basis over the period
of their expected benefit, being their finite life of 7.5 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually
for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-
financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
30
Deferred revenue
Deferred revenue relates to the deferred portion of revenue from contracts with customers where the contract term extends
past the balance date. Revenue is released from the statement of financial position and recognised in the statement of profit
or loss and other comprehensive income when the services have been delivered. The remaining performance obligations
are expected to be satisfied within 1 year.
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 and annual 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. Where annual
leave is not expected to be wholly settled within 12 months of the reporting date it is considered to be a long-term employee
benefit.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be wholly 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.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash
is determined by reference to the share price.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
31
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine
whether the Consolidated Entity receives the services that entitle the employees to receive payment. No account is taken of
any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was
granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
●
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the
expired portion of the vesting period.
●
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to
settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Consolidated Entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the Consolidated Entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Issued capital
Ordinary shares are classified as equity.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
32
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 Bill Identity Limited, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during
the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of
the expense.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 2. Significant accounting policies (continued)
33
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.
Rounding of amounts
The Company is a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations
Instrument to the nearest dollar.
Funds held in trust
The Consolidated Entity 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 2021. 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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 3. Critical accounting judgements, estimates and assumptions (continued)
34
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.
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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 4. Operating segments (continued)
35
Types of products and services
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.
Intersegment transactions
Intersegment transactions were made at market rates. These transactions relate to internal services provided by Australian
head office to overseas subsidiaries. Intersegment transactions are eliminated on consolidation.
Operating segment information
Australia
UK
USA
Total
Consolidated - 2021
$
$
$
$
Revenue
Platform subscription fees
6,210,260
2,613,592
1,011,291
9,835,143
Non-subscription revenue
-
-
-
-
US energy rebate revenue
-
-
4,757,521
4,757,521
Total revenue
6,210,260
2,613,592
5,768,812
14,592,664
Intersegment sales/management charges
3,385,198
(1,398,245)
(1,986,953)
-
Third party support and development costs
(2,908,988)
(333,695)
(997,307)
(4,239,990)
Administration expense
(1,213,936)
(226,686)
(357,996)
(1,798,618)
Employee benefits expense
(9,388,274)
(2,618,931)
(3,586,180)
(15,593,385)
Capitalised labour (software)
1,727,640
193,090
-
1,920,730
Software expense
(567,955)
(206,501)
(52,828)
(827,284)
Marketing expense
(169,472)
(65,894)
(192,861)
(428,227)
Travel expense
(16,247)
(3,283)
(12,798)
(32,328)
Occupancy expense
(163,744)
(87,715)
(35,505)
(286,964)
Total operating expenses
(12,700,976)
(3,349,615)
(5,235,475)
(21,286,066)
Underlying EBITDA from core operations
(3,105,518)
(2,134,268)
(1,453,616)
(6,693,402)
Depreciation and amortisation
(1,306,172)
(33,843)
(187,748)
(1,527,763)
Share based payments
(4,027,068)
-
-
(4,027,068)
Interest – other
28,571
1,265
3,318
33,154
Other income
31,157
59,275
-
90,432
Finance costs
(25,388)
(1,465)
(5,353)
(32,206)
Loss before income tax benefit for the year
(8,404,418)
(2,109,036)
(1,643,399) (12,156,853)
Income tax benefit
-
1,745
16,598
18,343
Loss after income tax benefit for the year attributable to
the owners of Bill Identity Limited
(8,404,418)
(2,107,291)
(1,626,801) (12,138,510)
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 4. Operating segments (continued)
36
Australia
UK
USA
Total
Consolidated - 2020
$
$
$
$
Revenue
Platform subscription fees
4,302,914
225,742
338,651
4,867,307
Non-subscription revenue
94,485
-
5,023
99,508
US energy rebate revenue
-
-
4,420,753
4,420,753
Total revenue
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
(1,756,774)
(126,131)
(128,644)
(2,011,549)
Administration expense
(1,406,188)
(58,691)
(288,593)
(1,753,472)
Employee benefits expense
(6,035,958)
(633,178)
(2,433,318)
(9,102,454)
Capitalised labour (software)
1,162,580
-
-
1,162,580
Software expense
(179,581)
(4,429)
(35,676)
(219,686)
Marketing expense
(116,389)
(15,493)
(242,837)
(374,719)
Travel expense
(137,244)
(41,250)
(33,093)
(211,587)
Occupancy expense
(550,231)
(26,201)
(51,969)
(628,401)
Total operating expenses
(9,019,785)
(905,373)
(3,214,130)
(13,139,288)
Underlying EBITDA from core operations
(3,318,149)
(1,348,685)
915,114
(3,751,720)
Government grants
50,000
-
-
50,000
Depreciation and amortisation
(834,582)
(964)
(223,769)
(1,059,315)
Share based payments
(2,166,962)
-
-
(2,166,962)
Interest – other
36,958
-
3,463
40,421
Finance costs
(2,480)
-
(2,935)
(5,415)
Loss before income tax benefit for the year
(6,235,215)
(1,349,649)
691,873
(6,892,991)
Income tax expense
-
-
(17,720)
(17,720)
Loss after income tax expense for the year attributable to
the owners of Bill Identity Limited
(6,235,215)
(1,349,649)
674,153
(6,910,711)
Note 5. Revenue
Consolidated
2021
2020
$
$
Revenue from contracts with customers
Platform subscription fees
9,835,143
4,867,307
Non-subscription revenue
-
99,508
US energy rebate revenue
4,757,521
4,420,753
Revenue
14,592,664
9,387,568
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 5. Revenue (continued)
37
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated
2021
2020
$
$
Major product lines
Platform subscription fees
9,835,143
4,867,307
Non-subscription revenue
-
99,508
US energy rebate revenue
4,757,521
4,420,753
14,592,664
9,387,568
Geographical regions
Australia
6,210,260
4,397,399
USA
5,768,812
4,764,427
UK
2,613,592
225,742
14,592,664
9,387,568
Timing of revenue recognition
Services transferred over time
9,835,143
4,867,307
Services transferred at point in time
4,757,521
4,520,261
14,592,664
9,387,568
Note 6. Other income
Consolidated
2021
2020
$
$
Interest
33,154
40,421
Grant income
-
50,000
Other
90,432
-
Other income
123,586
90,421
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
38
Note 7. Expenses
Consolidated
2021
2020
$
$
Loss before income tax includes the following specific expenses:
Depreciation
Computer equipment
72,850
10,212
Office equipment
30,081
19,689
Buildings right-of-use assets
272,954
111,363
Motor vehicles right-of-use assets
3,411
-
Total depreciation
379,296
141,264
Amortisation
Software
1,094,372
832,072
Brands
40,702
64,691
Customer List
13,393
21,288
Total amortisation
1,148,467
918,051
Total depreciation and amortisation
1,527,763
1,059,315
Finance costs
Interest on insurance funding
10,143
2,480
Interest and finance charges paid/payable on lease liabilities
22,063
2,935
Total finance costs
32,206
5,415
Net foreign exchange (gain)/loss
Net foreign exchange (gain)/loss
(55,298)
38,975
Leases
Short-term lease payments
217,563
539,908
Superannuation expense
Defined contribution superannuation expense
1,021,022
504,791
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
39
Note 8. Income tax expense/(benefit)
Consolidated
2021
2020
$
$
Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Loss before income tax (expense)/benefit
(12,156,853)
(6,892,991)
Tax at the statutory tax rate of 26% (2020: 27.5%)
(3,160,782)
(1,895,573)
Non-deductible expenses
1,051,681
597,715
Impact of change in tax rate
(25,960)
-
Unrecognised income tax benefit in respect of current year losses
2,010,566
1,339,877
Amount not brought to account as deferred tax asset in the current year
98,535
(28,269)
Reduction in deferred tax liabilities
(42,070)
(31,145)
Other amounts not recognised relating to foreign exchange
49,687
48,865
Other - ATO Cashflow Boost
-
(13,750)
Income tax expense/(benefit)
(18,343)
17,720
Consolidated
2021
2020
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
25,172,032
17,496,316
Potential tax benefit @ 26% (2020: 27.5%)
6,544,728
4,811,487
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.
Consolidated
2021
2020
$
$
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Employee entitlements
274,572
151,691
Capital raising costs
306,607
253,492
Other
167,645
76,155
Tax losses
6,544,728
4,811,487
Less deferred tax liability not recognised - prepayments
(3,374)
(5,413)
Net deferred tax assets not recognised
7,290,178
5,287,412
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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
40
Note 9. Current assets - cash and cash equivalents
Consolidated
2021
2020
$
$
Cash at bank
2,954,969
4,295,916
Cash on deposit
13,500,000
4,000,000
16,454,969
8,295,916
Note 10. Current assets - trade and other receivables
Consolidated
2021
2020
$
$
Trade receivables
1,261,159
470,050
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.
Allowance for expected credit losses
The Consolidated Entity has recognised a loss of $25,495 in profit or loss in respect of the expected credit losses for the
year ended 30 June 2021 (2020: $4,000).
Note 11. Current assets - other current assets
Consolidated
2021
2020
$
$
Prepayments
812,261
74,544
Security deposits
29,223
90,550
Other
114,879
108
956,363
165,202
Note 12. Non-current assets - property, plant and equipment
Consolidated
2021
2020
$
$
Computer equipment - at cost
236,232
39,603
Less: Accumulated depreciation
(88,694)
(15,844)
147,538
23,759
Office equipment - at cost
233,964
125,914
Less: Accumulated depreciation
(133,911)
(103,830)
100,053
22,084
247,591
45,843
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 12. Non-current assets - property, plant and equipment (continued)
41
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
Computer
Equipment
At cost
At cost
Total
Consolidated
$
$
$
Balance at 1 July 2019
21,020
19,494
40,514
Additions
18,856
14,125
32,981
Disposals
(394)
-
(394)
Foreign exchange differences
2,291
352
2,643
Depreciation expense
(19,689)
(10,212)
(29,901)
Balance at 30 June 2020
22,084
23,759
45,843
Additions
102,380
88,516
190,896
Additions through business combinations (note 33)
3,946
105,902
109,848
Foreign exchange differences
1,724
2,211
3,935
Depreciation expense
(30,081)
(72,850)
(102,931)
Balance at 30 June 2021
100,053
147,538
247,591
Note 13. Non-current assets - right-of-use assets
Consolidated
2021
2020
$
$
Buildings - right-of-use
1,324,189
-
Less: Accumulated depreciation
(368,982)
-
955,207
-
Motor vehicles - right-of-use
21,528
-
Less: Accumulated depreciation
(3,411)
-
18,117
-
973,324
-
Additions to the right-of-use assets during the year were $1,344,852.
The Consolidated Entity leases buildings for its offices under agreements of between 2 to 3 years with, in some cases,
options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated. The
Consolidated Entity also leases motor vehicle under agreement of between three to seven years.
The Consolidated Entity leases office equipment under agreements of less than 2 years. These leases are either short-term
or low-value, so have been expensed as incurred and not capitalised as right-of-use assets.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
42
Note 14. Non-current assets - intangibles
Consolidated
2021
2020
$
$
Goodwill - at cost
12,138,591
706,918
Customer list - at cost
146,628
159,513
Less: Accumulated amortisation
(89,599)
(76,206)
57,029
83,307
Software - at cost
5,250,433
3,333,561
Less: Accumulated amortisation
(3,006,609)
(1,912,236)
2,243,824
1,421,325
Brand - at cost
445,621
484,780
Less: Accumulated amortisation
(272,284)
(231,582)
173,337
253,198
14,612,781
2,464,748
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Goodwill
Software
Brands
Customer
Lists
Total
Consolidated
$
$
$
$
$
Balance at 1 July 2019
693,472
1,090,474
311,779
102,584
2,198,309
Capitalised development costs
-
1,162,580
-
-
1,162,580
Foreign exchange differences
13,446
343
6,110
2,011
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
Additions through business combinations (note
33)
11,488,774
-
-
-
11,488,774
Capitalised development costs
-
1,920,730
-
-
1,920,730
Foreign exchange differences
(57,101)
(3,859)
(39,159)
(12,885)
(113,004)
Amortisation
-
(1,094,372)
(40,702)
(13,393)
(1,148,467)
Balance at 30 June 2021
12,138,591
2,243,824
173,337
57,029
14,612,781
Impairment Testing of Intangible balances
Bid holds intangible balances relating to goodwill and other intangibles purchased as part of the US based energy rebate
capture business purchased in November 2016, the Optima business acquired in December 2020 as well as intangible
balances relating to developed software for the Bid 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 Bid US,
Bid UK, and Bid AU 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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 14. Non-current assets - intangibles (continued)
43
Key assumptions used for value in use calculations
Bid US
The following key assumptions were used in the discounted cashflow model for Bid US goodwill and intangible asset
assessment of $885,486:
(a) 20.8% pre-tax discount rate;
(b) 23.5% per annum average projected revenue growth rate;
(c) 24.7% per annum increase in operating costs and overheads;
(d) Terminal growth rate of 2% at the end of the forecast period.
The discount rate of 20.8% pre-tax reflects management’s estimate of the time value of money and the Consolidated Entity’s
weighted average cost of capital adjusted for Bid US, the risk-free rate and the volatility of the share price relative to market
movements.
Management believes the projected 23.5% 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 Bid US goodwill and intangible assets for 2021, there was no requirement to impair
intangibles as the recoverable amounts exceed the intangible carrying amounts.
The Consolidated Entity has considered changes in key assumptions that it believes to be reasonably possible. For the Bid
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.
Bid UK
The following key assumptions were used in the discounted cashflow model for Optima goodwill of $11,488,774:
(a) 16.8% pre-tax discount rate;
(b) 53.9% per annum average projected revenue growth rate;
(c) 34.7% per annum increase in operating costs and overheads;
(d) Terminal growth rate of 2% at the end of the forecast period.
The discount rate of 16.8% pre-tax reflects management’s estimate of the time value of money and the Consolidated Entity’s
weighted average cost of capital adjusted for Optima, the risk-free rate and the volatility of the share price relative to market
movements.
Management believes the projected 53.9% revenue growth rate is reasonable and justified, based on known contracts and
market conditions.
Results of impairment testing and sensitivity to changes in assumptions
Based on the impairment testing of Optima goodwill for 2021, there was no requirement to impair intangibles as the
recoverable amounts exceed the intangible carrying amounts.
The Consolidated Entity has considered changes in key assumptions that it believes to be reasonably possible. For the
Optima 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.
Bid AU
The Consolidated Entity assessed indicators of impairment for its capitalised software in Australia. As at 30 June 2021, the
carrying value of capitalised software was $2,044,652. Management assessed both internal and external information as
described in paragraph 12 of AASB 136 Impairment of Assets.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 14. Non-current assets - intangibles (continued)
44
Results of assessment of impairment indicators
Based on the impairment testing of Bid capitalised software for 2021, 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 Bid’s
capitalised software is based would not cause the CGU’s intangible carrying amount to exceed its recoverable amount.
Note 15. Non-current assets - other
Consolidated
2021
2020
$
$
Security deposits
128,809
30,482
Note 16. Current liabilities - trade and other payables
Consolidated
2021
2020
$
$
Trade payables
845,305
397,362
Accrued expenses
1,077,258
337,867
Other payables
926,565
394,050
2,849,128
1,129,279
Refer to note 26 for further information on financial instruments.
Note 17. Current liabilities - borrowings
Consolidated
2021
2020
$
$
Promissory notes
304,207
101,735
Refer to note 26 for further information on financial instruments.
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").
On 6 April 2021, BidEnergy Inc entered into the Paycheck Protection Program and took out USD$150,000 (AUD$194,397)
in promissory note with TD Bank, N.A. The promissory note has a fixed interest rate of 1% and matures 5 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 may 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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
45
Note 18. Current liabilities - lease liabilities
Consolidated
2021
2020
$
$
Lease liability
397,693
38,186
Refer to note 26 for further information on financial instruments.
Note 19. Current liabilities - employee benefits
Consolidated
2021
2020
$
$
Annual leave
864,124
526,665
Long service leave
25,495
-
889,619
526,665
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have completed the
required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The
entire amount is presented as current, since the Consolidated Entity does not have an unconditional right to defer settlement.
However, based on past experience, the Consolidated Entity does not expect all employees to take the full amount of accrued
leave or require payment within the next 12 months.
The following amounts reflect leave that is not expected to be taken within the next 12 months:
Consolidated
2021
2020
$
$
Annual leave
284,047
104,626
Long service leave
25,495
-
Total obligations expected to be settled after 12 months
309,542
104,626
Note 20. Current liabilities - other
Consolidated
2021
2020
$
$
Tax liabilities
26,039
48,908
Deferred revenue
982,913
313,467
Earn out provision
1,452,709
-
2,461,661
362,375
Deferred revenue - Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the
reporting period was $982,913 as at 30 June 2021 ($313,467 as at 30 June 2020) and is expected to be recognised as
revenue in future periods as follows:
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 20. Current liabilities - other (continued)
46
Consolidated
2021
2020
$
$
Within 6 months
675,012
143,194
6 to 12 months
307,901
170,273
982,913
313,467
Note 21. Non-current liabilities - borrowings
Consolidated
2021
2020
$
$
Promissory notes
218,838
249,556
Refer to note 26 for further information on financial instruments.
Refer to note 17 for further information on the nature of promissory notes.
Note 22. Non-current liabilities - lease liabilities
Consolidated
2021
2020
$
$
Lease liability
552,649
-
Refer to note 26 for further information on financial instruments.
Note 23. Non-current liabilities - employee benefits
Consolidated
2021
2020
$
$
Long service leave
133,503
136,449
Note 24. Equity - issued capital
Consolidated
2021
2020
2021
2020
Shares
Shares
$
$
Ordinary shares - fully paid
162,722,690
130,717,455
64,802,437
37,006,753
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 24. Equity - issued capital (continued)
47
Movements in ordinary share capital
Ordinary
Details
shares
$
Balance as at 1 July 2019
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
8,750,001
5,075,001
Issue of shares under Share Purchase Plan Offer
2,764,665
1,603,506
Exercise of options
1,851,452
1,310,845
Issue of shares on conversion of Class A restricted share units
1,073,000
1,695,340
Cost of capital raising
-
(388,142)
Balance as at 30 June 2020
130,717,455
37,006,753
Cashless: Issue of shares on conversion of performance rights
1,533,539
1,064,174
Cashless: Exercise of Class N options
79,595
21,554
Cashless: Transfer from share based payments reserve on exercise of options
-
559,773
Cashless: Issues of shares to Optima vendors
3,384,000
3,925,440
Cash: Exercise of options for cash
12,414,696
7,554,278
Cash: Issues of placement shares to a Non-Executive Director
574,713
500,000
Cash: Issue of placement shares to institutional investors
14,018,692
15,000,000
Cash: Cost of capital raising
-
(829,535)
Balance as at 30 June 2021
162,722,690
64,802,437
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
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 2020 Annual Report.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
48
Note 25. Equity - reserves
Consolidated
2021
2020
$
$
Foreign currency reserve
(245,689)
(39,832)
Share based payments reserve
4,157,777
1,922,467
3,912,088
1,882,635
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Foreign
currency
reserve
Share based
payments
reserve
Total
Consolidated
$
$
$
Balance at 1 July 2019
(59,590)
3,773,740
3,714,150
Foreign currency translation
19,758
-
19,758
Share based payments
-
2,013,836
2,013,836
Transfer to retained earnings
-
(410,122)
(410,122)
Conversion of performance rights
-
(1,759,647)
(1,759,647)
Conversion of restricted share units
-
(1,695,340)
(1,695,340)
Balance at 30 June 2020
(39,832)
1,922,467
1,882,635
Foreign currency translation
(205,857)
-
(205,857)
Transfer to issued capital
-
(559,773)
(559,773)
Share based payments
-
4,027,068
4,027,068
Transfer to retained earnings
-
(136,014)
(136,014)
Conversion of performance rights and restricted stock units
-
(1,064,174)
(1,064,174)
Exercise of options
-
(31,797)
(31,797)
Balance at 30 June 2021
(245,689)
4,157,777
3,912,088
Note 26. 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.
Risk management is carried out by senior finance executives under policies approved by the Board. These policies include
identification and analysis of the risk exposure of the Consolidated Entity and appropriate procedures, controls and risk limits.
Finance identifies, evaluates and hedges financial risks within the Consolidated Entity's operating units. Finance reports to
the Board on a monthly basis.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 26. Financial instruments (continued)
49
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 (US dollar) and British Pounds Sterling
(GBP).
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):
Assets
Liabilities
2021
2020
2021
2020
Consolidated
$
$
$
$
US dollars
1,537,023
2,177,516
(617,888)
(902,577)
GBP
2,395,968
166,697
(1,519,637)
(847,681)
3,932,991
2,344,213
(2,137,525)
(1,750,258)
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 2021. 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.
AUD strengthened
AUD weakened
Consolidated - 2021
% change
Effect on
profit before
tax
Effect on
equity
% change
Effect on
profit before
tax
Effect on
equity
US dollars
5%
(45,957)
45,957
5%
45,957
(45,957)
GBP
5%
(43,817)
43,817
5%
43,817
(43,817)
(89,774)
89,774
89,774
(89,774)
AUD strengthened
AUD weakened
Consolidated - 2020
% change
Effect on
profit before
tax
Effect on
equity
% change
Effect on
profit before
tax
Effect on
equity
US dollars
5%
(63,747)
63,747
5%
63,747
(63,747)
GBP
5%
3,405
(3,405)
5%
(3,405)
3,405
(60,342)
60,342
60,342
(60,342)
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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 26. Financial instruments (continued)
50
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.
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 and available borrowing facilities by
continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the 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 - 2021
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade and other payables
-
2,849,129
-
-
-
2,849,129
Interest-bearing - fixed rate
Promissory notes
1.00%
304,207
107,530
111,308
-
523,045
Lease liability
4.32%
397,693
552,649
-
-
950,342
Total non-derivatives
3,551,029
660,179
111,308
-
4,322,516
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 26. Financial instruments (continued)
51
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
-
-
-
1,129,279
Interest-bearing - fixed rate
Promissory notes
1.00%
101,735
249,556
-
-
351,291
Lease liability
4.32%
38,186
-
-
-
38,186
Total non-derivatives
1,269,200
249,556
-
-
1,518,756
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.
Note 27. Key management personnel disclosures
Directors
The following persons were Directors of Bill Identity Limited during the financial year:
Mr Peter Tonagh
Non-Executive Chairman (appointed on 4 January 2021)
Mr Guy Maine
Managing Director
Ms Leanne Graham
Non-Executive Director
Mr Geoffrey Kleemann
Non-Executive Director (Interim Non-Executive Chairman to
4 January 2021)
Mr David Hancock
Non-Executive Director (appointed on 1 September 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 Fionn O'Keeffe
Chief Financial Officer (appointed on 23 November 2020)
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:
Consolidated
2021
2020
$
$
Short-term benefits
831,532
953,077
Long-term benefits
7,507
9,976
Post-employment benefits
61,719
84,511
Share-based payments
1,028,154
429,115
1,928,912
1,476,679
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
52
Note 28. 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:
Consolidated
2021
2020
$
$
Audit services - RSM Australia Partners
Audit or review of the financial statements
113,090
82,500
Note 29. Contingent assets and liabilities
The Consolidated Entity had no contingent assets or contingent liabilities as at 30 June 2021 (2020: Nil).
Note 30. Commitments
The Consolidated Entity has no capital expenditure commitments as at 30 June 2021 (2020: Nil).
Note 31. Related party transactions
Parent entity
Bill Identity Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 34.
Key management personnel
Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the
Directors' report.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
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.
Note 32. Parent entity information
Set out below is the supplementary information about the Parent Entity.
Statement of profit or loss and other comprehensive income
Parent
2021
2020
$
$
Loss after income tax
(4,912,307)
(3,131,830)
Total comprehensive income
(4,912,307)
(3,131,830)
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 32. Parent entity information (continued)
53
Statement of financial position
Parent
2021
2020
$
$
Total current assets
13,565,427
5,759,127
Total assets
48,722,632
22,344,330
Total current liabilities
1,624,322
364,713
Total liabilities
1,624,322
364,713
Equity
Issued capital
57,333,347
29,537,657
Share based payments reserve
3,880,250
1,644,940
Accumulated losses
(14,115,287)
(9,202,980)
Total equity
47,098,310
21,979,617
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 and 30 June 2021.
Contingent liabilities
The Parent Entity had no contingent liabilities as at 30 June 2020 and 30 June 2021.
Capital commitments - Property, plant and equipment
The Parent Entity had no capital commitments for property, plant and equipment as at 30 June 2020 and 30 June 2021.
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.
●
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.
Note 33. Business combinations
Optima Energy Management Holdings Ltd
On 3 December 2020, Bid acquired 100% of the issued shares of Optima Energy Management Holdings Ltd ("Optima"), a
UK-based energy management software business for GBP5.4 million (A$9.8m), plus a conditional Deferred Payment. The
acquisition has been accounted as a Business Combination under AASB 3. Optima is one of the UK’s leading energy
management software providers and has established a strong reputation and brand recognition within the UK public and
private sectors. Optima’s software platform provides bill validation, budgets and accruals, and tenant and self-billing, via a
predominantly self-service model. Bid already has a long term relationship with Optima, having provided data collection
services to support a limited part of their core business.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 33. Business combinations (continued)
54
The provisional fair values of the identifiable net assets acquired are detailed below:
Fair value
$
Cash and cash equivalents
878,541
Trade receivables
691,444
Other receivables
137,695
Prepayments
139,021
Plant and equipment
109,848
Right of use assets - Motor vehicles
20,663
Trade and other payables
(345,249)
Deferred tax liability
(9,265)
Revenue received in advance
(768,483)
Hire purchase
(10,271)
Net assets acquired
843,944
Goodwill
11,488,774
Acquisition-date fair value of the total consideration transferred
12,332,718
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
12,332,718
Less: cash and cash equivalents
(878,541)
Less: earn out consideration
(1,810,000)
Less: deferred consideration
(137,828)
Less: shares issued by company as part of consideration
(3,925,440)
Net cash used
5,580,909
i. Consideration transferred
On completion, Bid paid a cash consideration of $6,459,450 (GBP 3,526,000) and issued 3,384,000 fully paid ordinary shares
with a deemed issue price of $1.16 per share to the vendors of Optima. The net cash used on acquisition was $5,580,909,
after offsetting $878,541 cash and cash equivalents acquired.
The ordinary shares are subject to the following voluntary escrow restrictions:
- 846,000 shares escrowed to 3 September 2021;
- 1,692,000 shares escrowed to 3 December 2021; and
- 846,000 shares escrowed to 3 March 2022
ii. Earn out consideration
The earn out consideration will be payable in cash, subject to Optima achieving certain performance milestones regarding
revenue and costs within the year following the completion date.
Earn out payment has two components:
- a $452,500 (GBP 250,000) payment on achievement of certain recurring cost reductions prior to 31 March 2021; and
- a payment based on recurring run rate revenues achieved in the Optima business in the 12 months following the completion
date. Bid has currently taken up a provision of $1,357,500 (GBP 750,000) for this component.
A payment of $451,532 (GBP 250,000) was made based on the recurring cost earn out being achieved.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 33. Business combinations (continued)
55
iii. Acquisition related costs
Acquisition-related costs amounting to $148,000 are not included as part of consideration for the acquisition and have been
recognised as transaction costs. These costs have been included within administration expenses in the profit and loss
statement.
iv. Identifiable net assets
The fair value of the trade receivables acquired as part of the business combination amounted to $691,444 (GBP 390,072).
As of the acquisition date, the company’s best estimate is that all cash will be collected.
v. Goodwill
Goodwill of $11,488,774 was primarily related to the providing the company a significant opportunity to accelerate growth in
the UK market.
Goodwill was allocated to a single cash generating unit as at acquisition date. The goodwill that arose from this business
combination is not deductible for tax purposes.
vi. Contribution to the Consolidated Entity’s result
Optima contributed revenues of $2,031,621 and net profit of $89,186 from the date of the acquisition to 30 June 2021. Had
the acquisition occurred on 1 July 2020, Optima would have contributed revenue of $3,416,253 and net profit of $40,924 for
the period ending 30 June 2021.
Note 34. 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:
Ownership interest
Principal place of business /
2021
2020
Name
Country of incorporation
%
%
Bill Identity (Operations) Pty Ltd (formerly BidEnergy
(Operations) Pty Ltd))
Australia
100%
100%
Bill Identity Limited (formerly BidEnergy Limited)
United Kingdom
100%
100%
Bill Identity Inc (formerly BidEnergy Inc)
United States
100%
100%
Optima Energy Management Holdings Limited
United Kingdom
100%
-
Optima Energy Systems Limited
United Kingdom
100%
-
Optima Energy Systems (Europe) Limited
United Kingdom
100%
-
Note 35. Events after the reporting period
On 15 July 2021, the Company issued 221,009 fully paid ordinary shares, which consists of:
●
conversion of 127,152 Class H Performance Rights;
●
conversion of 22,903 Class I Performance Rights; and
●
conversion of 70,954 Class B Restricted Stock Units.
No other matter or circumstance has arisen since 30 June 2021 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.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
56
Note 36. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2021
2020
$
$
Loss after income tax (expense)/benefit for the year
(12,138,510)
(6,910,711)
Adjustments for:
Depreciation and amortisation
1,527,763
1,059,315
Foreign exchange differences
(84,844)
25,335
Share based payments
4,027,068
2,166,962
Change in operating assets and liabilities:
Increase in trade and other receivables
(791,109)
(182,305)
Increase in other assets
(889,488)
(118,863)
Increase in trade and other payable
1,719,849
381,189
Decrease in deferred tax liabilities
(42,070)
(31,145)
Increase in other liabilities
679,500
268,867
Increase in employee benefits
360,008
252,959
Net cash used in operating activities
(5,631,833)
(3,088,397)
Note 37. Non-cash investing and financing activities
Consolidated
2021
2020
$
$
Additions to the right-of-use assets
1,344,852
36,196
Shares issued in relation to business combinations
3,925,440
-
Make good provision
32,923
-
5,303,215
36,196
Note 38. Changes in liabilities arising from financing activities
Promissory
notes
Lease
liabilities
Total
Consolidated
$
$
$
Balance at 1 July 2019
-
-
-
Net cash from/(used in) financing activities
371,931
(147,559)
224,372
Acquisition of leases
-
185,745
185,745
Exchange differences
(20,640)
-
(20,640)
Balance at 30 June 2020
351,291
38,186
389,477
Net cash from/(used in) financing activities
194,397
(246,047)
(51,650)
Acquisition of leases
-
1,158,203
1,158,203
Exchange differences
(22,643)
-
(22,643)
Balance at 30 June 2021
523,045
950,342
1,473,387
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
57
Note 39. Earnings per share
Consolidated
2021
2020
$
$
Loss after income tax attributable to the owners of Bill Identity Limited
(12,138,510)
(6,910,711)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
149,403,105
125,211,261
Weighted average number of ordinary shares used in calculating diluted earnings per share
149,403,105
125,211,261
Cents
Cents
Basic earnings per share
(8.12)
(5.52)
Diluted earnings per share
(8.12)
(5.52)
As at 30 June 2021, the Consolidated Entity has 9,487,589 options, 964,992 performance rights and 327,700 restrictive
stock units on issue. These equity instruments are considered to be anti-dilutive, as the consolidated entity generated loss
after income tax.
Note 40. Share-based payments
Directors, other key management personnel and executive options
As part of KMP and executive 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. $2,540,297 of share
based payments expense was recorded in relation to KMP and executive options for the financial year 30 June 2021 (2020:
$470,248).
Set out below are summaries of options on issue to KMPs and executives at financial year end:
2021
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
30/11/2016
28/07/2020
$0.680
73,530
-
-
(73,530)
-
17/01/2018
16/01/2022
$0.136
2,205,883
-
(700,000)
-
1,505,883
27/11/2018
26/11/2022
$1.190
441,177
-
-
-
441,177
03/12/2019
29/01/2023
$1.930
300,000
-
-
-
300,000
03/12/2019
14/10/2023
$0.850
874,474
-
(79,595)
(198,016)
596,863
10/02/2020
07/02/2024
$1.700
204,506
-
-
-
204,506
17/08/2020
17/08/2024
$1.260
-
1,950,000
-
(650,000)
1,300,000
08/12/2020
17/08/2024
$1.260
-
1,000,000
-
-
1,000,000
06/10/2020
05/10/2024
$1.640
-
800,000
-
-
800,000
23/10/2020
05/10/2024
$1.640
-
650,000
-
-
650,000
19/02/2021
05/10/2024
$1.640
-
650,000
-
-
650,000
29/09/2020
29/09/2024
$1.550
-
650,000
-
-
650,000
08/12/2020
08/12/2024
$1.740
-
975,000
-
-
975,000
08/12/2020
01/09/2024
$1.460
-
225,000
-
-
225,000
4,099,570
6,900,000
(779,595)
(921,546)
9,298,429
Weighted average exercise price
$0.621
$1.477
$0.209
$1.126
$1.241
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 40. Share-based payments (continued)
58
On 17 August 2020, the Consolidated Entity issued 1,950,000 Class Q options to three Executives, of which 650,000 was
forfeited on 31 December 2020 as the vesting conditions were not met. The plan was valued at $622,560, using Binomial
Valuation method. As at 30 June 2021, $490,413 has been recognised as share-based payments expense.
On 29 September 2020, the Consolidated Entity issued 650,000 Class S options to an Executive. The plan was valued at
$437,073, using Binomial Valuation method. As at 30 June 2021, $316,309 has been recognised as share-based payments
expense.
On 8 December 2020, the Consolidated Entity issued:
●
1,000,000 Class Q options to the Managing Director. The options were valued at $698,720, using Binomial Valuation
method. As at 30 June 2021, $483,284 has been recognised as share-based payments expense.
●
975,000 Class T options to three Non-Executive Directors. The options were valued at $628,797, using Binomial
Valuation method. As at 30 June 2021, $198,444 has been recognised as share-based payments expense.
●
225,000 Class U options to an Executive. The options were valued at $149,814, using Binomial Valuation method. As
at 30 June 2021, $100,729 has been recognised as share-based payments expense.
During the financial year, the Consolidated Entity issued a total of 2,100,000 Class R options to Executives and a key
management personnel. The plan was valued at $1,213,999, using Binomial Valuation method. As at 30 June 2021,
$852,095 has been recognised as share-based payments expense.
2020
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted*
Exercised
other
the year
30/11/2016
28/07/2020
$0.680
73,530
-
-
-
73,530
17/01/2018
16/01/2022
$0.136
2,205,883
-
-
-
2,205,883
27/11/2018
26/11/2022
$1.190
588,236
-
-
(147,059)
441,177
03/12/2019
29/01/2023
$1.930
-
1,000,000
-
(700,000)
300,000
03/12/2019
14/10/2023
$0.850
-
971,638
-
(97,164)
874,474
10/02/2020
07/02/2024
$1.700
-
471,938
-
(267,432)
204,506
2,867,649
2,443,576
-
(1,211,655)
4,099,570
Weighted average exercise price
$0.366
$1.456
-
$1.703
$0.621
* 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.
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.
The weighted average share price during the financial year was $0.895.
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.59 years (2020:
2.16 years).
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 40. Share-based payments (continued)
59
Set out below are the options exercisable at the end of the financial year:
2021
2020
Class
Grant date
Expiry date
Number
Number
Class F options*
30/11/2016
28/07/2020
-
73,530
Class J options
17/01/2018
16/01/2022
1,505,883
1,838,236
Class K options
27/11/2018
26/11/2022
367,648
220,588
Class M options
03/12/2019
29/01/2023
215,625
103,125
Class N options
03/12/2019
14/10/2023
874,474
694,027
Class P options
10/02/2020
07/02/2024
153,380
102,253
3,117,010
3,031,759
*
Class F options were lapsed during the year upon expiry.
Valuation of options granted during FY21
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:
Share price
Exercise
Expected
Risk-free
Fair value
Class
Grant date
Expiry date
at grant
date
price
volatility
interest rate
at grant
date
%
%
Class Q options
17/08/2020
17/08/2024
$0.880
$1.260
92.00%
0.27%
$0.509
Class Q options
08/12/2020
17/08/2024
$1.200
$1.260
86.00%
0.12%
$0.699
Class R options
06/10/2020
05/10/2024
$1.230
$1.640
86.00%
0.17%
$0.681
Class R options
23/10/2020
05/10/2024
$1.070
$1.640
86.00%
0.14%
$0.559
Class R options
19/02/2021
05/10/2024
$1.040
$1.640
80.00%
0.12%
$0.470
Class S options
29/09/2020
29/09/2024
$1.200
$1.550
86.00%
0.17%
$0.672
Class T options
08/12/2020
08/12/2024
$1.200
$1.740
86.00%
0.12%
$0.645
Class U options
08/12/2020
01/09/2024
$1.200
$1.460
86.00%
0.12%
$0.666
Employee performance rights plan
For the year ended 30 June 2021, $1,145,269 has been recognised as a share based payment expense in relation to
performance rights of employees (2020: $394,022). Set out below are those performance rights outstanding at the end of
the financial year.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 40. Share-based payments (continued)
60
2021
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Class
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year*
Class A
01/07/2016
01/07/2020
$0.85
328,401
-
-
(328,401)
-
Class F
27/05/2019
05/11/2020
$0.00
110,000
-
(110,000)
-
-
Class G
25/03/2020
25/06/2021
$0.00
161,606
-
(161,606)
-
-
Class H
08/04/2020
07/04/2023
$0.00
567,500
24,826
(427,778)
(37,396)
127,152
Class I
08/04/2020
07/04/2021
$0.00
91,618
-
(68,715)
-
22,903
Class J
12/05/2020
12/05/2021
$0.00
105,887
-
(105,887)
-
-
Class K
12/06/2020
12/06/2021
$0.00
148,969
-
(148,969)
-
-
Class L
12/06/2020
12/06/2021
$0.00
54,651
-
(54,651)
-
-
Class M
13/07/2020
13/07/2021
$0.00
-
174,424
(174,424)
-
-
Class N
09/10/2020
01/10/2023
$0.00
-
703,958
-
(85,259)
618,699
Class O
09/10/2020
01/10/2023
$0.00
-
102,780
-
-
102,780
Class P
29/09/2020
29/09/2023
$0.00
-
93,458
-
-
93,458
1,568,632
1,099,446 (1,252,030)
(451,056)
964,992
Weighted average exercise price
$0.85
-
-
-
-
*
As at 30 June 2021, none of the performance rights were exercisable.
2020
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Class
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
Class A
01/07/2016
01/07/2020
$0.85
328,401
-
-
-
328,401
Class E
20/07/2018
20/10/2019
$0.00
2,250,198
- (2,250,198)
-
-
Class F
27/05/2019
05/11/2020
$0.00
110,000
-
-
-
110,000
Class G
25/03/2020
20/06/2021
$0.00
-
161,606
-
-
161,606
Class H
08/04/2020
07/04/2023
$0.00
-
873,077
-
(305,577)
567,500
Class I
08/04/2020
07/04/2021
$0.00
-
140,950
-
(49,332)
91,618
Class J
12/05/2020
12/05/2021
$0.00
-
105,887
-
-
105,887
Class K
12/06/2020
12/06/2021
$0.00
-
148,969
-
-
148,969
Class L
12/06/2020
12/06/2021
$0.00
-
54,651
-
-
54,651
2,688,599
1,485,140 (2,250,198)
(354,909) 1,568,632
Weighted average exercise price
$0.85
-
-
-
$0.85
Valuation of performance granted during FY21
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:
Share price
Exercise
Fair value
Class
Grant date
Expiry date
at grant date
price
at grant date
Class M
13/07/2020
13/07/2021
$0.740
-
$0.740
Class N
09/10/2020
01/10/2023
$1.235
-
$1.235
Class O
09/10/2020
01/10/2023
$1.235
-
$1.235
Class P
29/09/2020
29/09/2023
$1.200
-
$1.200
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Notes to the financial statements
30 June 2021
Note 40. Share-based payments (continued)
61
Restricted Stock Units
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 $212,879. $153,396 has been recognised as share-based payments for the
year ending 30 June 2021 (2020: $60,328). As at 30 June 2021, 70,954 Class B Unlisted RSUs were on issue. These RSUs
were subsequently converted to fully paid ordinary shares post financial year end.
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 2021, $35,395 has been recognised as share-based payments (2020: $9,212). All Class C RSUs were converted
to fully paid ordinary shares on 12 September 2020.
On 9 October 2020, the Consolidated Entity issued 279,260 Class D 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
$279,034. As at 30 June 2021, $152,711 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:
Consolidated
2021
2020
$
$
Performance rights payment
1,145,269
394,022
Restricted Stock Units issued to Bill Identity Inc. employees
341,502
1,149,566
Options payment to Directors, other key management personnel and executives
2,540,297
470,248
Issue of shares to employees
-
153,126
Total share-based payments expense
4,027,068
2,166,962
Note 41. Funds held in trust
The Consolidated Entity holds funds and pays utility bills on behalf of its clients. As at 30 June 2021 the amount held on trust
was $12,946,250 (2020: $47,280).
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Directors' declaration
30 June 2021
62
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 2021 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
___________________________
Peter Tonagh
Non-Executive Chairman
31 August 2021
63
INDEPENDENT AUDITOR’S REPORT
To the Members of Bill Identity Limited
Opinion
We have audited the financial report of Bill Identity Limited (the Company) and its controlled entities (the
Consolidated Entity), which comprises the consolidated statement of financial position as at 30 June 2021, 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 2021 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.
64
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.
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
effectiveness
of
management’s
controls
related
to
revenue
recognition;
▪ 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.
Acquisition of Optima
Refer to Note 33 in the financial statements
During the year, the Consolidated Entity acquired
100% of the share capital of Optima Management
Holdings Ltd (Optima) and its controlled entities, a
UK-based energy management software business.
This acquisition was considered a key audit matter
as the accounting for the transaction is complex, and
involves significant judgements in applying the
accounting standards. This includes the recognition
and valuation of consideration paid and contingent
consideration payable, the determination of the fair
value of the tangible assets and liabilities acquired.
As at 30 June 2021 the accounting for the acquisition
is on a provisional basis and the identification and
valuation of intangible assets has not been
performed.
Our audit procedure included the below:
▪ Obtaining the share purchase agreements and other
associated documents to understand the key terms
and conditions, and ensuring that the transaction
had been accounted for in compliance with AASB 3
Business Combinations;
▪ Substantively tested the cash consideration and
issued capital consideration against relevant
supporting documentation (i.e. bank statements,
share issue notice);
▪ Assessing the valuation of contingent consideration
payable in the form of a performance earnout,
including
managements
estimation
on
the
probabilities of achieving earnout targets;
▪ Assessing the Group’s determination of the fair
value of the tangible assets and liabilities acquired,
having regard to the completeness of assets and
liabilities identified and the reasonableness of any
underlying
assumptions
in
their
respective
valuations; and
▪ Assessed the adequacy of the disclosures in respect
of the business acquisition to ensure it was in line
with AASB3.
65
Key Audit Matters (continued.)
Key Audit Matter
How our audit addressed this matter
Impairment of goodwill and intangible assets
Refer to Note 14 in the financial statements
The Consolidated Entity has net book value goodwill
of $12,138,591 in respect of the acquisitions of
subsidiaries and $2,474,190 of other intangible
assets as at 30 June 2021.
We identified this area as a Key Audit Matter due to
the size of the balance, and because the directors’
assessment of the ‘value in use’ of the cash
generating unit’s (“CGU’s”) involves significant
judgements about the future underlying cash flows of
the business, discount rates and terminal growth
applied.
For the year ended 30 June 2021 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.
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 three CGU’s based on the nature of the
Consolidated Entity’s business and the manner in
which results are monitored and reported;
▪ Assessing the valuation methodology used;
▪ Challenging
the
reasonableness
of
key
assumptions, including the cash flow projections,
exchange rates, discount rates, and sensitivities
used;
▪ 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
estimates and assumptions in the financial
statements
in
relation
to
the
valuation
methodologies.
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 2021, 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.
66
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.
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 2021.
In our opinion, the Remuneration Report of Bill Identity Limited, for the year ended 30 June 2021, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
B Y CHAN
Partner
Dated: 31 August 2021
Melbourne, Victoria
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Shareholder information
30 June 2021
67
The shareholder information set out below was applicable as at 16 August 2021.
1. Quotation
Listed securities in Bill Identity 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
Holders
Units
%
1 – 1,000
609
280,896
0.17
1,001 – 5,000
691
1,863,882
1.14
5,001 – 10,000
407
3,288,521
2.02
10,001 – 100,000
647
21,805,843
13.38
100,001 and above
172
135,704,557
83.28
Total
2,526
162,943,699
100.00%
On 16 August 2021, there were 652 holders of unmarketable parcels of less than 327,630 ordinary shares (based on the
closing share price of $0.435).
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Shareholder information
30 June 2021
68
ii)
Class N Performance Rights
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
5,001 – 10,000
5
41,304
7.4%
10,001 – 100,000
30
516,254
92.6%
100,001 and above
Total
35
557,5581
100%
1 Securities were issued under an Employee Share Scheme, therefore disclosure of holders with more than 20% of securities is not required under ASX
Listing Rule 4.10.16
i)
Class O Performance Rights
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
6
102,7801
100,001 and above
Total
6
102,780
100%
1 Securities were issued under an Employee Share Scheme, therefore disclosure of holders with more than 20% of securities is not required under ASX
Listing Rule 4.10.16
i)
Class P Performance Rights
Shares Range
Holders
Units
%
1 – 1,000
-
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
1
93,4581
100%
100,001 and above
Total
1
93,458
100%
1 Securities were issued under an Employee Share Scheme, therefore disclosure of holders with more than 20% of securities is not required under ASX
Listing Rule 4.10.16
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Shareholder information
30 June 2021
69
ii)
Class E Options exercisable at $0.476 on or before 24 November 2021
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
1
189,1591
100.00
Total
1
189,159
100.00%
1Holders who hold more than 20% of securities are:
Mr Douglas A Bloom – 189,159 options
iii)
Class J Options exercisable at $0.136 on or before 16 January 2022
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
1
1,505,883
100.00
Total
1
1,505,883
100.00%
1Holders who hold more than 20% of securities are:
3XC Pty Ltd – 1,505,883 options
iv)
Class K Options exercisable at $1.19 on or before 26 November 2022
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
2
441,1771
100.00
Total
2
441,177
100.00%
1Holders who hold more than 20% of securities are:
L Graham Trustees Limited + Erca Trustees (LG) Limited - 294,118 options
Mr Andrew David Dyer - 147,059 options
v)
Class M Options exercisable at $1.93 on or before 29 January 2023
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Shareholder information
30 June 2021
70
10,001 – 100,000
-
-
-
100,001 and above
1
300,0001
100.00
Total
1
300,000
100.00%
1Holders who hold more than 20% of securities are:
3XC Pty Ltd – 300,000 options
vi)
Class N Options exercisable at $0.85 on or before 14 October 2023
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
-
-
-
100,001 and above
3
596,8631
100.00
Total
3
596,863
100.00%
1Holders who hold more than 20% of securities are:
3XC Pty Ltd – 180,447 options
Farrelly Investments Pty Ltd –208,208 options
L Graham Trustees Limited + Erca Trustees (LG) Limited –208,208 options
vii)
Class P Options exercisable at $1.70 on or before 7 February 2024
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
1
51,1271
-
100,001 and above
1
153,3801
100.00
Total
2
204,507
100.00%
1Holders who hold more than 20% of securities are:
Anthony DuPreez – 153,380 options
Mr Matthew Watson – 51,127 options
i)
Class Q Options exercisable at $1.26 on or before 17 August 2024
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
-
-
-
10,001 – 100,000
1
-
-
100,001 and above
3
2,300,0001
100.00
Total
3
2,300,000
100.00%
1Holders who hold more than 20% of securities that are required to be disclosed are:
3XC Pty Ltd – 1,000,000 options
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Shareholder information
30 June 2021
71
i)
Class R Options exercisable at $1.64 on or before 5 October 2024
Shares Range
Holders
Units
%
1 – 1,000
-
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
3
2,100,0001
100%
Total
3
2,100,000
100%
1 Securities were issued under an Employee Share Scheme, therefore disclosure of holders with more than 20% of securities is not required under ASX
Listing Rule 4.10.16
i)
Class S Options exercisable at $1.55 on or before 29 September 2024
Shares Range
Holders
Units
%
1 – 1,000
-
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
1
650,0001
100%
Total
1
650,000
100%
1 Securities were issued under an Employee Share Scheme, therefore disclosure of holders with more than 20% of securities is not required under ASX
Listing Rule 4.10.16
i)
Class T Options exercisable at $1.74 on or before 8 December 2024
Shares Range
Holders
Units
%
1 – 1,000
-
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
3
975,0001
100%
Total
3
975,000
100%
1 Holders who hold more than 20% of securities are:
Farrelly Investments Pty Ltd –375,000 options
L Graham Trustees Limited + Erca Trustees (LG) Limited –300,000 options
DCH Holdings Pty Ltd –300,000 options
i)
Class U Options exercisable at $1.46 on or before 1 September 2024
Shares Range
Holders
Units
%
1 – 1,000
-
1,001 – 5,000
5,001 – 10,000
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Shareholder information
30 June 2021
72
10,001 – 100,000
100,001 and above
1
225,0001
100%
Total
1
225,000
100%
1 Holders who hold more than 20% of securities are:
DCH Holdings Pty Ltd –225,000 options
ii)
Class D Restricted Stock Units
Shares Range
Holders
Units
%
1 – 1,000
-
-
-
1,001 – 5,000
-
-
-
5,001 – 10,000
1
9,853
3.8%
10,001 – 100,000
15
246,893
94.2%
100,001 and above
-
-
-
Total
16
256,7461
100.00%
1 Securities were issued under an Employee Share Scheme, therefore disclosure of holders with more than 20% of securities is not required under ASX
Listing Rule 4.10.16
4. Substantial Shareholders
The names of the substantial shareholders listed on the Company’s register as at 16 August 2021 are:
Name: Blue Lagoon International Corporation
Holder of: 52,766,975 fully paid ordinary shares (pre share consolidation), representing 8.18% as at 8 August 2017
Notice Received: 14 August 2017
Name: TIGA Trading Pty Ltd and associated entities
Holder of: 8,974,296 fully paid ordinary shares, representing 6.87% as at 27 March 2020
Notice Received: 31 March 2020
5. Restricted Securities
There are 3,094,301 Fully Paid Ordinary shares listed on the Company’s register as at 16 August 2021 that are escrowed
until the following dates respectively:
•
3 September 2021:
846,000
•
3 December 2021:
1,692,000
•
3 March 2022:
846,000
6. On market buy-back
There is currently no on market buy back in place.
Bill Identity Limited
(Formerly known as BidEnergy Limited)
Shareholder information
30 June 2021
73
7. Twenty Largest Shareholders
The twenty largest shareholders of the Company’s quoted securities as at 16 August 2021 are as follows:
Name
# of Shares
%
1
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
16,964,612
10.41
2
UBS NOMINEES PTY LTD
11,410,600
7.00
3
J P MORGAN NOMINEES AUSTRALIA PTY
LIMITED
11,191,479
6.87
4
CITICORP NOMINEES PTY LIMITED
9,680,061
5.94
5
NATIONAL NOMINEES LIMITED
8,546,054
5.24
6
BLUE LAGOON INTERNATIONAL CORPORATION
5,824,545
3.57
7
CG NOMINEES (AUSTRALIA) PTY LTD
3,014,706
1.85
8
BLUE LAGOON INTERNATIONAL CORPORATION
2,797,666
1.72
9
BNP PARIBAS NOMS PTY LTD
2,618,660
1.61
10
MR STEPHEN JOHN WRIGHT + ROSEMARY
DIANN WRIGHT
2,475,396
1.52
11
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED - A/C 2
2,359,651
1.45
12
HAINASON HOLDINGS PTY LTD
2,295,404
1.41
13
BNP PARIBAS NOMINEES PTY LTD
1,971,767
1.21
14
CAROLYN PALMER
1,888,216
1.16
15
G4 INVESTORS PTY LTD
1,876,314
1.15
16
NAILO PTY LTD
1,604,152
0.98
17
RJIR PTY LTD
1,548,356
0.95
18
EMHAL PTY LTD
1,500,000
0.92
19
CS FOURTH NOMINEES PTY LIMITED
1,126,481
0.69
20
ALLINSON TRAUTS PTY LTD
1,071,392
0.66
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES
(Total)
91,765,512
56.32