Teaminvest Private Group Limited
(ASX:TIP)
ACN 629 045 736
CEO letter
For the year ended 30 June 2020
Noble purpose: Transferring knowledge between generations
Mission: Assist successful business owners to enhance their legacy; and mentor the next generation of business leaders
Vision: To build a society where the knowledge we accumulate over a lifetime isn’t lost to retirement, forcing the next
generation to learn it all again
Year in review
It is my pleasure to present the CEO report for the financial year ended 30 June 2020 (FY20) for Teaminvest Private Group
Limited (TIP) and the record results it contains.
When I wrote in my half-yearly letter that “we can’t always prepare for momentous unplanned events … such as global
emergencies”, I had no inclination that my words would be proved prescient so quickly.
Starting with the bushfires in January, the catalogue of floods, pandemic, lockdowns, cyber warfare, unrest, and even storms
of locusts (in June and July in Africa) this year have appeared more like a biblical story threatening plagues of all description
than the sanguine periods of economic growth we have been accustomed to. It is incredible to think that only six months
ago none of these global events were on the radar.
Whilst I had no idea of what the future would hold when I wrote that sentence, I am profoundly glad that the next sentence
also proved true:
“However, I am confident that the talent, hard work, great ethics and dedication of our growing team of business
leaders will deliver long term success regardless of any bumps they experience in the road on the way.”
As owners of our business, you can be proud of how our leadership teams have risen to the challenges they faced this year.
Not only have they taken events in their stride, our Portfolio Companies are stronger today than they were in December: a
remarkable achievement for which all staff deserve our esteem.
We are therefore pleased to announce that our results for the year ended 30 June 2020 are a new record for TIP and are
convinced the record results bode well for our future. I trust you also share my excitement.
Segment Results
($m)
Segment
Engineering
Services
Pre-abnormal
Abnormal
Total
Revenue
FY19
66.0
69.7
135.7
FY18
61.6
64.1
125.7
FY17
57.7
59.6
117.3
117.3
125.7
135.7
FY20
67.9
69.6
137.5
3.5
141.0
Δ%
3%
0%
1%
4%
EBITDA
FY19
3.6
3.6
7.2
FY18
4.6
3.8
8.4
FY17
(0.7)
1.5
0.8
0.8
8.4
7.2
FY20
7.7
5.9
13.6
3.5
17.1
Δ%
114%
63%
88%
137%
This is the normalised revenue and EBITDA (including minority interests) for each segment in which we invest (Segment
Results). This provides shareholders with the best approximation of our operating performance, and it is the figure that we
(as management) spend most time discussing. Whilst we find Segment Results to be the most useful measure of our
performance, they often differ from the Statutory Consolidated Income we report in accordance with accounting standards.
This is discussed further below.
Particularly noteworthy was the performance of Icon Metal (Engineering Division, 100% owned) which generated substantial
growth in FY20 by expanding and growing their management team in FY19. Despite the challenges of COVID, they achieved
record revenue (up 33% compared to FY19) and EBITDA (up 155%) as Icon Metal continued to win and deliver larger projects
and invest in staff capability. The successful execution of these projects by Icon Metal’s talented and energetic staff has
cemented their position as the architectural metalwork firm of choice for Tier 1 construction projects in Sydney.
East Coast Traffic Control (ECT) (Services Division, 100% owned) again delivered outstanding improvements in revenue (up
22% compared to FY19) and EBITDA (up 70%). ECT continues to increase in scale and reputation as their unceasing innovation
in the delivery of traffic control services drives industry leading safety outcomes and client confidence. As ECT grows
geographically from their North Queensland roots, their nimble depot model and strict adherence to the highest ethical
standards in their treatment of staff in a challenging industry, gives us confidence that the enthusiastic team will continue
to deliver scale and profit improvements.
The performance of Multimedia Technology (MMT) (Services Division, 30% owned), our only Melbourne headquartered
business, also deserves note. Despite the myriad of interruptions caused by bushfires, floods and COVID, MMT grew EBITDA
by 58% compared to FY19. Growth was primarily driven by the steps taken by the company’s founder and CEO, John Hassall,
to grow management capability. This investment in quality people provided increased agility, allowing the business to take
market share and margins at the expense of more hidebound competitors.
Our world-leading trailer engineering business Graham Lusty Trailers (GLT) (Engineering Division, 100% owned) again
delivered significant operational and earnings improvements in FY20. This resulted in an EBITDA increase of 55% compared
to FY19, despite revenue remaining steady. Increased profits at this outstanding engineering business were primarily due to
operational efficiencies from a consolidation of manufacturing facilities, and margin improvements as GLT’s unique designs
commanded a higher premium on the back of supply issues related to global events. This continues to pay off, with GLT
starting FY21 with a record order book as more customers realise the benefit of using our world leading designs to haul their
products.
Statutory Comprehensive Income (SCI)
Unlike Segment Results, which are compiled on a normalised (i.e. operating) basis, SCI is calculated in accordance with the
technical accounting standards in force at any time. It encompasses consolidation accounting where we control a business,
equity accounting where we own a substantial share of between 20% and 50%, and investment accounting where we own
less than 20%. Because it reflects accounting standards, and not operating performance, SCI is also regularly affected by
one-off items, changes in accounting rules, and technical quirks.
Whilst SCI is the official published result of the Group, shareholders should be aware of its limitations when using it to draw
conclusions about operating performance. The table below sets out our SCI and a summary balance sheet.
($m)
P&L
Revenue
Operating expenses
EBITDA
D&A
EBIT
Interest income / (expense)
PBT
Tax income / (expense)
NPAT
FY19
FY20
28.4
(28.4)
89.0
(77.3)
(0.0)
(0.3)
(0.3)
(2.3)
(2.7)
0.8
(1.8)
11.7
(2.5)
9.2
(0.3)
8.9
(0.6)
8.3
($m)
Balance Sheet
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Equity
Net cash / (debt) - traditional
Net cash / (debt) - AASB 16
FY19
27.0
68.2
95.2
21.6
0.9
22.5
72.7
1.4
1.4
FY20
35.0
73.0
108.0
23.3
3.5
26.8
81.2
9.3
5.2
Change in accounting rules - AASB 16
Those more financially inclined will note that the financial statements accompanying this letter include a different basis for
the recognition of leases than previous years. This has arisen due to the required adoption of AASB 16.
Under this new accounting standard, leases no longer appear as an “operating expense” but rather as a “financing expense”
with an associated asset and liability on the balance sheet. The result of this is that the sum of our future rental expenses
(under contract) for our group now appear as a debt on our balance sheet, with a new “right of use asset” of corresponding
value. No immediate change to equity, but setting it out as a line item in its own right.
To understand this new standard best, it is worth taking a simple example. Let us say you have a business with $1m profit
before tax, paying $250k per annum in lease costs with a four-year lease term, and no other debt or depreciation.
Under the old method, in force prior to FY20, your accounts would show:
EBITDA of $1m (we have assumed no interest or depreciation);
Profit before tax of $1m; and
Zero debt.
Under AASB 16 this now changes as follows:
EBITDA up 25% to $1.25m despite no changes to operations;
(the $250k per annum lease cost is now classified as an interest and depreciation expense)
Profit before tax remains unchanged at $1m; and
Two new items appear on the balance sheet: a debt of $1m and a “right of use asset” with the same value.
($250k per annum of rent for four years).
The new standard therefore has limited practical implication for our operations, but it does affect our SCI and debt. For
those who prefer the old method (where leases were treated as operating expenses not balance sheet items), we have set
out net cash / (debt) under both AASB 16 and pre-AASB 16 in the table of SCI above.
AASB 16 adoption is another reason why we, as management, find Segment Results a more valuable indicator of operating
performance than SCI.
Other one-off items affecting SCI this year
Insurance payout
During 1H20, the Group received an insurance payout of $4m related to the death of a Portfolio Company CEO under two
key man insurance policies. The full amount has been applied to our SCI in FY20 and is partially offset by losses incurred
during the period from Kitome. We have taken the approach that the purpose of the insurance was to restore Kitome to full
operations in the event of losing the CEO, and so we have split the insurance into two amounts: the amount required to
reverse the decline in Kitome profitability compared to FY19 (which has been “added back” to the Segment Results) and the
difference which has been excluded (and appears as part of the ‘abnormal’ items).
FY20 windfall gain
In the FY19 annual report, we identified approximately $0.7m of cash unlocked with the unwinding of the old trust structure
that would return to the group as a one-off gain. We received this in the second half of FY20 and it appears in the ‘abnormal’
items of the Segment Results.
Tax impact of the Restructure and IPO
During FY19 we took up as many of our Restructure and IPO expenses as we could in our SCI. These one-off expenses totalled
$1.3m, and were accompanied by a further net loss of $1.2m in consolidation adjustments in that year. This provides a
carried forward loss of $2.5m, which we will use in future years to our benefit.
Purchase price allocation
Accounting rules allow us to undertake a purchase price allocation process associated with the Restructure. Purchase price
allocation is an accounting process whereby the balance sheet is revalued on a line by line basis to adjust carrying book value
to be in line with fair market value. This process is time consuming but valuable as it allows our shareholders to get a truer
picture of the fair market value of assets and liabilities (and therefore understand our business better).
We conducted this process in 1H20, and astute readers will observe that the FY19 financial statements presented in this
report looks different to that presented in the annual report last year. Goodwill has been reduced, and some of the
difference allocated to a mix of tangible assets to better reflect true value.
Whites Diesels
In December we announced that one of our managed investments, Whites Diesels Australia, had been placed in voluntary
administration. As a prudent measure, we wrote off all loans outstanding to this business, as well as expensing all items
related to work done to try and help the business through its recent struggles. The net result is that we have recorded a one-
off loss of $275k in our accounts. We have excluded this from our Segment Results but it appears in SCI.
Valuestream Acquisition
During the year we acquired out of administration Valuestream Investment Management Limited (Valuestream), a third-
party trustee with which we had previously had dealings as a customer. This purchase provides the Group with the potential
to broaden our financial services and creates the potential for future income streams related to managed fund operation,
trustee, custodial and other financial services.
In a quirk of accounting rules, by acquiring Valuestream for a price below the fair value of its assets, our FY20 SCI includes a
one-off gain equal to the difference. Because it is not an operational profit, we have excluded this one-off gain of
approximately $0.6m from our Segment Results.
Performance rights
When TIP was listed in May 2019, performance rights in the form of shares were issued to senior management (including
myself). To qualify for the shares, TIP was required to deliver a record profit for shareholders: with the higher the profit, the
bigger the payment. These performance rights were accompanied with modest base pay, ensuring that senior management
was incentivised to deliver profits not build empires.
I am proud to say that our FY20 results were such a record that the total of performance rights vested in shares to senior
management was $1.1m. This appears in our SCI as an expense (despite having no cash impact) and is a testament to the
incredible results achieved.
When the performance rights were issued last year, the expectation was that the Group would grow steadily over the next
four or five years. Instead, the exceptional performance this year has exposed the folly of our attempting to predict growth
(all stretch targets look small when you have growth this large!) so we are in the process of examining a better long-term
solution for all group senior management. The intention of any new system will be that our leaders (at head office and at
Portfolio Companies) are paid a regular proportion of profits, in line with shareholders, rather than larger one-off bonuses
on achieving specific results. This should remove the binary, and sudden, nature of performance hurdle payments, and
replace them with a simple incentive in line with the delivery of growing the group and increasing shareholder wealth. It
should also have the long-term advantage of ensuring our talented leaders are rewarded for delivering better results, not
negotiating better pay and targets.
Year ahead
FY21 looks to be an exciting year. We are confident that our outstanding Portfolio Company management and boards are
enhancing their businesses, aided by our listed structure.
Despite the incredible challenges they faced, our Portfolio Companies delivered a record result this year. My hope is that
each future period will also have more ups than downs, but (as we have just seen) the world does not always work that way:
and we can’t always prepare for momentous unplanned events such as the ongoing global emergencies. Fortunately, in this
instance we have been largely unaffected, but this may not always be the case in the future. However, I am confident that
the talent, hard work, great ethics and dedication of our growing team of business leaders will deliver long term success
regardless of any bumps they experience in the road on the way.
My confidence is highlighted by our regular Strategy Days where our team of Portfolio Company CEOs and Selected
Shareholders keep astounding me by developing substantial numbers of new ideas that could add significantly to our bottom
line. I don't expect they will all be implemented, or prove as valuable as we hope, but just having so many exciting
opportunities is a testament to the value of our Selected Shareholder model.
Our noble purpose
As part of our core operations, we ask every Portfolio Company to define their ‘Noble Purpose’, mission and vision. A
Noble Purpose is the emotional, gut feel, statement of why your company exists. It's why what you do makes a difference
in the world.
Research shows that having a clear and succinct noble purpose:
1. Simplifies decision-making: empowering boards and management to move faster to seize or reject opportunities;
2. Helps recruit and retain talented staff: building a united, high performance culture towards a common noble goal;
Improves margins: by engaging with customers and suppliers about the bigger picture, not focusing on lowest
3.
price; and
4. Results in outperforming peers by an average of 400%.
Whilst FY20 was the first time the exercise was formally conducted for each of our Portfolio Companies, we have long held
the belief that businesses perform best when they act in the service of others. It is why we started TIP, and why we developed
our unique Selected Shareholder model. Our noble purpose, mission and vision are core to who we are and what we do.
They are:
Noble purpose: Transferring knowledge between generations
Mission: Assist successful business owners to enhance their legacy; and mentor the next generation of business leaders
Vision: To build a society where the knowledge we accumulate over a lifetime isn’t lost to retirement, forcing the next
generation to learn it all again
Long term goals
Last year I wrote that:
“Looking forward ten years we want to develop and grow an ever-increasing portfolio of entrepreneurial CEOs who
think differently to their competition and enhance society whilst delivering outstanding profits. Whenever we look at
acquiring a new business, or mentoring an existing one, we do so through a lens of growing management and business
capability: our people and our moats.”
Our results this year show we have taken our first steps towards achieving this. In FY19 we had eight portfolio investments:
we now have twelve and are in the process of acquiring our thirteenth. They range in size from micro start-ups without any
revenue to entities turning over more than $10m a month, but they all share the same goal: to transfer knowledge between
generations and enhance our society.
We have also started to promote staff across Portfolio Companies to ensure that we can reward, retain and develop the
best talent: and we are looking forward to making further developments on this front as we combine smaller entities with
similar characteristics into larger divisions.
The scale of our noble purpose is large, and this is what makes it so exciting. As our outstanding businesses grow organically,
we must continue to support them with an ever-increasing pool of Selected Shareholders who can provide mentorship and
support. If we develop the skills of our people, whilst providing space for them to grow into greater roles, then we can have
every confidence we will meet our long-term goals.
A final word
Whilst each period presents new challenges and opportunities, in the long run we are confident that a mix of successful
management teams, surrounded by dedicated mentors, with access to our group philosophy and balance sheet will deliver
outstanding results, achieve our noble purpose and reward our shareholders handsomely for their support.
If you are excited by our noble purpose, and you would like to participate in our unique organisation, please apply to become
a Selected Shareholder. A copy of the application follows this letter. The knowledge you bring, and the value you add, will
accelerate our future success.
I would also like to remind all shareholders that we are, at our core, a natural acquirer and developer of executives and
SMEs. If you are the owner or leader of an SME, or know of one, who has reached a stage in their development where access
to the mentorship, support and the balance sheet that TIP can provide will take your business to the next level, we would
like to hear from you. Owners looking to sell out completely, or financial advisers looking to make a quick buck, need not
apply.
Best wishes,
Andrew Coleman
CEO
Teaminvest Private Group Limited
Application to become a Selected Shareholder
Name of applicant
Phone number
Email address
Qualifications
Condensed resume
Areas of interest
Analysis of investment opportunities
Mentorship of Portfolio Companies
Directorship of Portfolio Companies
Acknowledgement
By applying to become a Selected Shareholder, I acknowledge that:
I have read the Company’s Securities Trading Policy and agree to be
bound by it if accepted;
I understand that serving as a mentor or director carries specific legal
responsibilities; and
I understand that there is no guarantee that my application will be
accepted.
Signature
Date
Please send this form, along with a complete copy of your resume, to either:
By email:
By post:
andrew.coleman@tipgroup.com.au
Teaminvest Private Group Limited
Suite 302, 80 Mount Street
North Sydney, NSW 2060
Teaminvest Private Group Limited
ABN 74 629 045 736
Annual Report - 30 June 2020
Teaminvest Private Group Limited
Contents
30 June 2020
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 Teaminvest Private Group Limited
Shareholder information
2
3
17
18
19
20
21
22
71
72
78
1
Teaminvest Private Group Limited
Corporate directory
30 June 2020
Directors
Malcolm Jones - Chair
Andrew Coleman
Howard Coleman
Ian Kadish
Regan Passlow
Company secretary
Anand Sundaraj
Registered office
Share register
Auditor
Solicitors
Suite 302
80 Mount Street
North Sydney NSW 2060
Computershare Investor Services Pty Ltd
452 Johnston Street
Abbotsford VIC 3067
Tel: 1300 850 505
KPMG
Level 38, Tower Three, International Towers Sydney
300 Barangaroo Avenue
Sydney NSW 2000
Sundaraj & Ker
Level 36, Australia Square
264 George Street
Sydney NSW 2000
Stock exchange listing
Teaminvest Private Group Limited shares are listed on the Australian Securities
Exchange (ASX code: TIP)
Website
http://www.teaminvestprivate.com.au
Corporate Governance Statement
The directors and management are committed to conducting the business of
Teaminvest Private Group Limited in an ethical manner and in accordance with the
highest standards of corporate governance. Teaminvest Private Group Limited has
adopted and has substantially complied with the ASX Corporate Governance
Principles and Recommendations (Third Edition) ('Recommendations') to the extent
appropriate to the size and nature of its operations.
The Group’s Corporate Governance Statement, which was approved by the Board of
Directors at the same time as the Annual Report, sets out the corporate governance
practices that were in operation during the financial period and identifies and explains
any Recommendations that have not been followed. The Corporate Governance
Statement for the year ended 30 June 2020 and the Group’s corporate governance
policies can be found on the Company’s website at
https://www.teaminvestprivate.com.au/investor-information.
2
Teaminvest Private Group Limited
Directors' report
30 June 2020
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of Teaminvest Private Group Limited (referred to hereafter as the 'Company' or 'parent entity') and
the entities it controlled at the end of, or during, the year ended 30 June 2020.
Directors
The following persons were directors of Teaminvest Private Group Limited during the whole of the financial year and up to
the date of this report, unless otherwise stated:
Malcolm Jones - Chair (appointed 13 December 2019)
Andrew Coleman
Howard Coleman
Ian Kadish
Regan Passlow
Katherine Woodthorpe - Chair (resigned 13 December 2019)
Principal activities
During the financial period the principal continuing activities of the Group consisted of investing in Australian businesses.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The profit for the Group after providing for income tax amounted to $8,306,000 (30 June 2019: loss of $1,826,000).
The Group has adopted Accounting Standard AASB 16 'Leases' for the year ended 30 June 2020 using the modified
retrospective approach and as such the comparatives have not been restated. Changes to significant accounting policies
and the impact of applying new standards are described in note 2.
The Group's current period results are for the year ended 30 June 2020. The comparative results are for the Group's results
for the four-month period from 1 March 2019 to 30 June 2019 when the Company acquired the subsidiaries as presented in
note 35. From the date of incorporation on 26 September 2018 to 28 February 2019 the Company did not trade. The
comparative financial statements for the prior period have been restated as described in note 4.
The Group has not experienced any material adverse effects from the recent events including Coronavirus (COVID-19)
pandemic, drought, bushfires, floods and OPEC crisis up to 30 June 2020. Whilst some individual subsidiaries exposed to
retail and regional Australia have been impacted adversely at the revenue line, this has been offset by indirect cost reductions
and profit improvements in other parts of the Group. Other subsidiaries have benefited from the stimulus measures enacted
by the both federal and state governments in relation to COVID-19. The net effect on the Group's results have been to
continue along the growth path expected from the Group as a whole.
Refer to the 'CEO report' for further details of operations and commentary on the results.
Significant changes in the state of affairs
On 13 May 2020, the Company acquired 100% of the ordinary shares of Valuestream Investment Management Limited
('Valuestream') for the total consideration transferred of $60,000.
There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
The impact of the COVID-19 pandemic is ongoing and whilst individual subsidiaries have been impacted differently, the net
effect on the Group's results remain within a reasonable bound up to 30 June 2020, it is not practicable to estimate the
potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on
measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements,
quarantine, travel restrictions and any economic stimulus that may be provided.
3
Teaminvest Private Group Limited
Directors' report
30 June 2020
On 14 July 2020, the Group announced agreement subject to shareholder approval, to acquire 100% of the shares in
Automation Group Investments Pty Ltd for the initial purchase price of $2,660,000 and a deferred consideration based on a
percentage of revenue generated under a key contract for financial years 2020 and 2021 payable after completion of the
2021 financial year audit.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Refer to the 'CEO letter' for details of likely developments and expected results of operations.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Malcolm Jones (appointed 13 December 2019)
Independent Chair
FCA
Malcolm has experience in managing large organisations. He has held positions as a
Member of the Group Management Board Zurich Financial Services in Switzerland,
CEO Zurich Financial Services Asia Pacific, CEO Zurich Financial Services Australia
Ltd, CEO NRMA Ltd & NRMA Insurance Ltd and CEO State Government Insurance
commission of South Australia.
Prior to these executive roles Malcolm was a Partner at Ernst & Young where he had
worked for 18 years.
None
Other current directorships:
Former directorships (last 3 years): None
None
Special responsibilities:
2,121,937 ordinary shares
Interests in shares:
None
Interests in options:
None
Contractual rights to shares:
Name:
Title:
Qualifications:
Experience and expertise:
Andrew Coleman
Managing Director and Chief Executive Officer ('CEO')
B.Ec (Hons)
Andrew is a Co-Founder of Teaminvest Private and is responsible for sourcing,
structuring and overseeing investments and general management. Prior to joining
Teaminvest Private, Andrew worked in Sydney as an investment banker for Credit
Suisse. Andrew advised and assisted clients on significant corporate deals in Australia
and internationally with a specific focus on mergers and acquisitions and capital raising
activity. He is also a co-author of 'Relative Performance Incentives and Price Bubbles
in Experimental Asset Markets' published in the Southern Economic Journal.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Member of the strategy committee and investment committee
11,022,744 ordinary shares direct and indirectly held
None
LTI Performance of $1,200,000 subject to meeting EPS targets and Board Approval
4
Teaminvest Private Group Limited
Directors' report
30 June 2020
Name:
Title:
Qualifications:
Experience and expertise:
Howard Coleman
Non-Executive Director
BSc in Physics
Howard has over 40 years’ experience as a founder and CEO in the areas of sales,
marketing, publishing, consumer finance, and language and mathematics education in
Australia, South Africa and the UK. Howard has held Board positions in a number of
private companies in several countries including South Africa, UK, Australia and
Canada. His extensive background and experience are invaluable for assessing the
strengths and weaknesses of companies. This particularly applies to identifying their
future risks, and the ability and strategies of the board and senior management to deal
with them.
He is a graduate of the Harvard Business School Owner/President Management
Program and completed the Australian Institute of Company Directors’ program for
company directors. He is a director of a number of private companies and has won
many business awards including the prestigious Speaker of The Year Award from The
Executive Connection. Howard has regularly appeared as a guest commentator on Sky
Business and Ausbiz. Howard is a founding director of Teaminvest, Teaminvest Private
and Conscious Capital.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Member of strategy committee
16,777,525 ordinary shares direct and indirectly held
None
None
Name:
Title:
Qualifications:
Experience and expertise:
Ian Kadish
Independent Non-Executive Director
MBBCH MBA
Ian has extensive public company board and executive experience as CEO and
Managing Director of ASX listed Integral Diagnostics Limited; CEO and Managing
Director of ASX listed Pulse Health Group; CEO and Managing Director of private
equity owned Healthcare Australia Limited and Executive Director of JSE listed
Network Healthcare Holdings Limited. In addition to his public company experience, he
has served as a senior executive and board member of large private businesses owned
and operated by private equity and listed equity, including CEO of Laverty Pathology,
Chief Operating Officer of Greencross Limited, and Co-founder and Non-Executive
Director of Digital Healthcare Solutions.
Ian holds a Master's of Business Administration ('MBA') from the Wharton Business
School at the University of Pennsylvania, United States of America, and a Bachelor of
Medicine and Surgery from the University of Witwatersrand, South Africa. In addition
to his executive career in the United States, South Africa and Australia, Ian has also
worked as a consultant for McKinsey and Company and as an advisor to boards on
executing and integrating mergers and acquisitions.
Integral Diagnostics Limited (ASX: IDX)
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Chairman of the strategy committee, Chairman of Audit Committee
149,107 ordinary shares directly held
None
None
5
Teaminvest Private Group Limited
Directors' report
30 June 2020
Name:
Title:
Qualifications:
Experience and expertise:
Regan Passlow
Non-Executive Director
MA, Mgmt
Regan has worked as an executive director for nearly 40 years for both national and
multi-national companies. His focus has been primarily on strategic business
development, administration and back office systems.
He has over 40 years’ experience in senior management and governance roles in
private organisations. He is the former co-founder of WebProfit.com.au, a business
established in the 1990’s to provide executives of small and medium-sized enterprises
('SMEs') with strategic advice on the use of the Internet and e-commerce. He is also
the co-founder of retail lender EM Finance Corporation and a founding director of
Teaminvest, Teaminvest Private and EM Commercial Finance. He has historically
chaired the investment committee and has held directorships on five portfolio
companies.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Chairman of the investment committee
1,077,045 ordinary shares directly and indirectly held
None
None
Name:
Title:
Qualifications:
Experience and expertise:
Katherine Woodthorpe (resigned 13 December 2019)
Former Independent Chair
AO PhD FAICD FTSE
Katherine has significant public company board experience, including as a former Non-
Executive Director of Sirtex Medical Ltd and a former director of other ASX and
NASDAQ listed companies. She has had large private and government board
experience including as Chair of the National Climate Science Advisory Committee,
Chair of Fishburners Ltd, Chair of the Antarctic Science Foundation, Chair of the
Bushfire and Natural Hazards Cooperative Research Centre ('CRC') and Member of
the National Health and Medical Research Council. She also has significant experience
in venture capital and private equity including as Chair of Fishburners, and Chief
Executive Officer of the Australian Venture Capital and Private Equity Association
('AVCAL').
Katherine holds a Doctor of Philosophy ('PhD') in Organic Chemistry from the University
of Leicester, UK and an Honorary Doctorate from University of Technology, Sydney.
She was appointed an Officer in the Order of Australia in 2017 for her distinguished
service to business through venture capital, research and innovation.
None
Other current directorships:
Former directorships (last 3 years): Former Non-Executive Director of Sirtex Medical Ltd (ASX: SRX) (2015 to 2018)
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
None
59,438 ordinary shares directly held
Not applicable as no longer a director
Not applicable as no longer a director
'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
Anand Sundaraj is a corporate lawyer with over 20 years’ experience and is currently a principal at Sundaraj & Ker, a Sydney-
based law firm. Anand specialises in advising on mergers and acquisitions, and capital raisings for both publicly listed and
privately held entities. He also advises on funds management and general securities law matters including listing rule
compliance and corporate governance.
6
Teaminvest Private Group Limited
Directors' report
30 June 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 2020, and the number of meetings attended by each director were:
Full Board
Investment committee
Attended
Held
Attended
Held
Strategy committee
Held
Attended
Malcolm Jones
Andrew Coleman
Howard Coleman
Ian Kadish
Regan Passlow
Katherine Woodthorpe
7
13
13
13
13
5
7
13
13
13
13
6
-
20
-
-
21
-
-
23
-
-
23
-
12
12
12
12
-
-
12
12
12
12
-
-
Audit Committee
The Company has established an Audit Committee which has three members, two of whom are independent (including an
independent Chair):
- Dr Ian Kadish, independent chair of the committee;
- Mr Malcolm Jones, independent member of the committee; and
- Mr Regan Passlow, non-executive member of the committee.
The number of meetings of the Audit Committee held during the year ended 30 June 2020, and the number of meetings
attended by each director were:
Malcolm Jones
Ian Kadish
Regan Passlow
Katherine Woodthorpe
Audit committee
Risk and compliance
committee
Attended
Held
Attended
Held
2
2
2
-
2
2
2
-
-
-
-
-
-
-
-
-
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
Risk and Compliance Committee
The Company has established a Risk and Compliance Committee which has seven members comprising Mr Dean Robinson,
the CFO of the Company and chair of the committee, and six Selected Shareholders. The Risk and Compliance Committee’s
function is to continuously review the risk, compliance framework and corporate governance policies of the Group’s Portfolio
Companies to inculcate and improve operations. The Risk and Compliance Committee meets on a monthly basis and reports
to the Board.
Nomination and Remuneration Committee
The Company has not constituted a Nomination and Remuneration Committee given the nature and scale of the Group’s
operations. The Board as a whole fulfils the functions normally delegated to a Nomination and Remuneration Committee.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Company, directly or indirectly, including all directors.
7
Teaminvest Private Group Limited
Directors' report
30 June 2020
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure remuneration is competitive and appropriate for the
results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of
value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of
Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:
●
●
●
●
competitiveness and reasonableness;
acceptability to shareholders;
performance linkage / alignment of executive compensation; and
Transparency and clarity.
The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The
performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract,
motivate and retain high performing and high-quality personnel. The Board determines its remuneration policies having
regard to the Company’s earnings and the consequences of the Company’s performance on shareholder wealth.
The Board has structured an executive remuneration framework that is market competitive and complementary to the reward
strategy of the Group.
The reward framework is designed to align executive reward to shareholders' interests. The Board considers that it should
seek to enhance shareholders' interests by:
●
●
having economic profit as a core component of plan design;
focusing on sustained growth in shareholder wealth, consisting of increasing earnings per share, and delivering
appropriate returns on assets as well as focusing the executive on key non-financial drivers of value; and
attracting and retaining high calibre executives.
●
Additionally, the reward framework seeks to enhance executives' interests by:
●
●
●
rewarding capability and experience;
reflecting competitive reward for contribution to growth in shareholder wealth; and
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors' remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Board. The chair's fees are determined independently to the fees of other
non-executive directors based on comparative roles in the external market. The chair is not present at any discussions
relating to the determination of their own remuneration. Non-executive directors do not receive share options or other
incentives.
The annual non-executive directors' fees currently agreed to be paid by the Company are set out below:
Director
Malcolm Jones
Howard Coleman
Ian Kadish
Regan Passlow
Director's fees
$100,000 per annum (including superannuation).
$70,000 per annum (including superannuation).
$70,000 per annum (including superannuation).
$70,000 per annum (including superannuation).
8
Teaminvest Private Group Limited
Directors' report
30 June 2020
Each non-executive director has agreed with the Company that half of their remuneration will be accrued but not paid during
each financial year. If shareholder approval is received at the annual general meeting following the end of each financial
year, this accrued remuneration will be issued as ordinary shares. If shareholder approval is not received, the accrued
remuneration will be paid as cash.
Australian Securities Exchange ('ASX') listing rules require any change to the aggregate non-executive directors'
remuneration be approved by shareholders at a general meeting. The maximum aggregate non-executive directors'
remuneration approved by the Constitution is $500,000. No change to this amount will be sought at the 2020 annual general
meeting.
Executive remuneration
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Board based on individual and business unit performance and the overall performance of the Group. The Fixed remuneration
is set below comparable market remunerations. A greater percentage of total executive remuneration is available through
short term and long-term incentives based on performance.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits;
short-term performance incentives;
long-term incentives in the form of share-based payments; and
other remuneration such as superannuation, annual leave and long service leave.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Board based on individual and business unit performance, the overall performance of the Group and comparable market
remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the Group and provides additional value to the executive.
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles
of executives. STI payments are granted to executives based on specific annual targets and key performance indicators
('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product
management. The KPI for the period ended 30 June 2019, in relation to Andrew Coleman and Dean Robinson STI of $50,000
each was awarded for successfully listing the Company as a public company on the ASX. The KPI for the period ended 30
June 2020, in relation to Andrew Coleman and Dean Robinson STI of $50,000 each was awarded for enabling a positive
collaborative environment and enhancing the growth of the Group through hard economic times.
The long-term incentives ('LTI') include share-based payments in the form of performance rights. The current hurdles for
performance vesting rights are linked to the comprehensive income per share of the Group for each financial year.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the Group as part of the LTI. After receiving
shareholder approval, the Company issued four tranches of $300,000 performance rights to Andrew Coleman at the
conclusion of the FY19 Annual General Meeting and the Board awarded four tranches of $250,000 performance rights to
Dean Robinson. Each tranche of performance rights converts into ordinary shares upon the achievement of the
comprehensive income per share targets set out below.
The Board chose to link the performance rights to substantial increases in comprehensive income per share targets relative
to the pre-IPO performance of the Group. Delivery of these targets represents substantial increases in shareholder value as
represented by earnings per share: aligning the interests of management with shareholders in a business making regular
acquisitions. The Board believes that these targets reduce the risk of management increasing earnings while decreasing
shareholder wealth if the relevant performance target was measured purely on aggregate profit. The Board chose not to link
targets based on share price to avoid the risk of management attempting to influence trading rather than focussing on
improvement of Group performance.
The first tranche of performance share targets represented a significant (in excess of 70%) premium to the comparable
normalised income per share at listing. Each subsequent tranche represents a further large increase in income per share.
9
Teaminvest Private Group Limited
Directors' report
30 June 2020
Comprehensive income per share target
Dollar value of performance rights
that vest (Andrew Coleman)
Dollar value of performance rights
that vest (Dean Robinson)
$0.0675
$0.0810
$0.0945
$0.1080
$300,000
$300,000
$300,000
$300,000
$250,000
$250,000
$250,000
$250,000
At the end of each financial year, following the receipt of the audited financial statements, the Board will assess whether one
or more targets have been met. Comprehensive Income per share is calculated prior to any charge relating to the bonus that
may need to be provided for in the Audited Financial Statements. Each target can only be met once and more than one target
can be met in the same financial year. The number of ordinary shares to be issued if a tranche of performance rights vest is
determined by dividing the dollar value of the performance rights that have vested by the volume weighted average price of
shares over the 10 business days to 30 June during the relevant financial year. The financial year ending 30 June 2023
('FY23') is the last year in which the targets can be met. After the audit for FY23 has been completed, any unvested
performance rights will lapse.
Use of remuneration consultants
During the financial period ended 30 June 2020, the Group did not engage the use of remuneration consultants, to review
its existing remuneration policies and provide recommendations on how to improve both the STI and LTI programs.
Details of remuneration
The key management personnel of the Group consisted of the following current and former directors of Teaminvest Private
Group Limited:
●
●
●
●
●
●
Malcolm Jones - Independent Chair (appointed 13 December 2019)
Howard Coleman - Non-Executive Director
Ian Kadish - Independent Non-Executive Director
Regan Passlow - Non-Executive Director
Andrew Coleman - Managing Director and Chief Executive Officer ('CEO')
Katherine Woodthorpe - Independent Chair (resigned 13 December 2019)
And the following person:
●
Dean Robinson - Chief Finance Officer ('CFO')
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
10
Teaminvest Private Group Limited
Directors' report
30 June 2020
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash
salary
Cash
and fees bonus
30 June 2020
$
$
Annual
leave
$
Super-
annuation
$
Long
service
leave
$
Non-Executive
Directors:
Malcolm
Jones*
Howard
Coleman
25,077
31,963
Ian Kadish
31,963
Regan Passlow
33,630
Katherine
Woodthorpe **
20,642
-
-
-
-
-
-
-
-
-
-
4,765
6,073
6,073
6,240
2,147
-
-
-
-
-
Equity-
Equity-
LTI
Settled**** Unsettled# unsettled
$
$
$
-
25,077
17,500
14,464
23,333
8,631
23,333
8,631
Total
$
54,919
70,000
70,000
71,834
22,789
-
45,578
Executive
Directors:
Andrew
Coleman***
Other Key
Management
Personnel:
Dean
Robinson***
200,000
45,662
15,385
23,338
3,333
-
-
600,000
887,718
200,000
543,276
45,662
91,324
15,385
30,769
23,338
71,974
-
3,333
-
86,955
-
500,000
56,803 1,100,000
784,385
1,984,435
*
**
***
****
#
Remuneration disclosed is for the period from 13 December 2019 to 30 June 2020.
Remuneration disclosed is for the period from 1 July 2019 to 13 December 2019.
The long-term incentive amounts have been met and the board has resolved at 31/8/2020 that the first two tranches
have vested
Share based payments - Equity Settled portion were approved at the 2019 AGM by Shareholder vote
Share based payments represent half of non-executive directors' remuneration has been accrued and not paid during
the financial year. Payments are to be settled in share based payments subject to Shareholder vote at the AGM.
11
Teaminvest Private Group Limited
Directors' report
30 June 2020
Short-term benefits
Post-
employme
nt benefits
Long-term
benefits
Share-based payments
Period from 26
Sep 2018 to 30
Jun 2019
Restated
Cash
salary
Cash
and fees bonus
$
$
Annual
leave
$
Super-
annuation
$
Long
service
leave
$
Equity-
settled
Equity-
LTI
Unsettled* unsettled
$
$
$
Total
$
Non-Executive
Directors:
Katherine
Woodthorpe*
Howard
Coleman**
Ian Kadish*
Regan
Passlow**
Executive
Directors:
Andrew
Coleman
22,3307
10,449
15,630
10,449
-
-
-
-
-
-
-
-
2,121
993
1,485
993
-
-
-
-
-
-
-
-
25,000
11,667
17,500
11,667
-
-
-
-
49,451
23,109
34,615
23,109
65,384
45,250
5,128
10,962
1,111
-
-
-
127,835
Other Key
Management
Personnel:
Dean Robinson
65,384
189,626
45,250
90,500
5,128
10,256
10,962
27,516
-
1,111
73,000
73,000
-
65,833
-
-
199,724
457,843
*Acted as key management personnel effective from 1 January 2019.
** Acted as key management personnel effective from 1 March 2019.
Restatement of comparatives
Remuneration report for the period from 26 September 2018 to 30 June 2019 was reported on cash basis and resulted
in an under-accrual of share based payments for non-executive directors and annual and long service leave for senior
management. Accordingly, the prior year comparatives have been adjusted to account for accrual of remuneration for
key management personnel as follows:
Non-Executive Directors:
• Share based payments disclosed for Katherine Woodthorpe has increased from nil to $25,000 and total
remuneration increased from $24,451 to $49,451.
• Share based payments disclosed for Howard Coleman has increased from nil to $11,667 and total remuneration
increased from $11,442 to $23,109.
• Share based payments disclosed for Ian Kadish has increased from nil to $17,500 and total remuneration
increased from $17,115 to $34,615.
• Share based payments disclosed for Regan Passlow has increased from nil to $11,667 and total remuneration
increased from $11,442 to $23,109.
Value of shares issued to the non-executive directors upon approval at the Annual General Meeting on 27 November
2019 in lieu of 50% of the directors’ fee was for the full year remuneration rather than based on the service period by
directors. Remuneration report for the period from 26 September 2018 to 30 June 2019 has been adjusted to disclose
the accrual of share based payments based on the service periods.
Executive Directors:
• Annual leave and long service leave accrual has increased from nil to $5,128 and $1,111 respectively. Total
remuneration has increased from $121,596 to $127,835.
Other Key management personnel
12
Teaminvest Private Group Limited
Directors' report
30 June 2020
• Annual leave accrual has increased from nil to $5,128 and total remuneration increased from $194,596 to
$199,724.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Name
30 Jun 2020
Period from
26 Sep 2018
to 30 Jun
2019
Restated
(note 4)
Period from
26 Sep 2018
to 30 Jun
2019
Restated
30 Jun 2020
Period from
26 Sep 2018
to 30 Jun
2019
Restated
30 Jun 2020
Non-Executive Directors:
Malcolm Jones
Howard Coleman
Ian Kadish
Regan Passlow
Katherine Woodthorpe
Executive Directors:
Andrew Coleman
Other Key Management
Personnel:
Dean Robinson
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
27%
64%
5%
36%
68%
30%
41%
6%
59%
64%
-
-
-
-
-
-
-
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Malcolm Jones
Independent Chairperson
13 December 2019
Ongoing
$100,000 per annum (including superannuation)
Howard Coleman
Non-Executive Director
1 March 2019
Ongoing
$70,000 per annum (including superannuation)
Ian Kadish
Non-Executive Director
26 February 2019, acted as key management personnel from 1 January 2019
Ongoing
$70,000 per annum (including superannuation)
Regan Passlow
Non-Executive Director
1 March 2019
Ongoing
$70,000 per annum (including superannuation)
13
Teaminvest Private Group Limited
Directors' report
30 June 2020
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Andrew Coleman
Managing Director and Chief Executive Officer
26 February 2019
Ongoing
$219,000 per annum (including superannuation). Employment notice is 3 months.
Dean Robinson
Chief Finance Officer
1 November 2018
Ongoing
$219,000 per annum
Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Leave
entitlements are accrued on top of the annual salary.
Share-based compensation
Issue of shares
Details of shares issued to directors and other key management personnel as part of compensation during the year ended
30 June 2020 2020 for the services performed in the previous financial period are set out below:
Name
Issue Date
Shares
Issue price
$
Howard Coleman
Ian Kadish
Regan Passlow
Katherine Woodthorpe
27 November 2019
27 November 2019
27 November 2019
27 November 2019
41,607
41,607
41,607
59,438
$0.84
$0.84
$0.84
$0.84
35,000
35,000
35,000
49,999
The shares were issued in lieu of 50% of the directors' fees accrued but not paid to non-executive directors approved at the
Annual general Meeting.
The value of shares issued to the non-executive directors upon obtaining approval at the Annual General Meeting on 27
November 2019 was inadvertently based on the full twelve months of remuneration rather than the period of service ending
30 June 2019. The additional shares issued have been treated as an advance for services performed in 2020 financial year,
subject to approval at the 2020 Annual General Meeting.
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part
of compensation during the year ended 30 June 2020.
Additional information
The earnings of the Group for the two years to 30 June 2020 are summarised below:
2020
2019
Restated
EBITDA
Statutory comprehensive income/(loss) - pre-
bonus
Profit/(loss) after tax
$11,834,000 $20,000
$9,076,000
($1,826,000)
$8,306,000
($1,826,000)
Comprehensive income/(loss) per share - pre-
bonus
LTI % achieved
$0.082
($0.039)
50%
nil%
14
Teaminvest Private Group Limited
Directors' report
30 June 2020
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Ordinary shares
Katherine Woodthorpe
Malcolm Jones
Howard Coleman
Ian Kadish
Regan Passlow
Andrew Coleman
Dean Robinson
Balance at
the start of
the year
-
2,071,937
16,297,168
67,500
1,035,438
5,427,000
132,917
25,031,960
Received
as part of
remuneration Additions
Disposals/
other
Balance at
the end of
the year
59,438
-
41,607
41,607
41,607
-
-
184,259
-
50,000
438,750
40,000
-
5,595,744
-
6,126,494
59,438
-
-
2,121,937
- 16,777,525
149,107
-
-
1,077,045
- 11,022,744
132,917
-
- 31,340,713
This concludes the remuneration report, which has been audited.
Shares under option
There were no unissued ordinary shares of Teaminvest Private Group Limited under option outstanding at the date of this
report.
Shares issued on the exercise of options
There were no ordinary shares of Teaminvest Private Group Limited issued on the exercise of options during the year ended
30 June 2020 and up to the date of this report.
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.
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
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 30 to the financial statements.
15
Teaminvest Private Group Limited
Directors' report
30 June 2020
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 30 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-
making capacity for the Group, acting as advocate for the Group or jointly sharing economic risks and rewards.
●
Officers of the Company who are former partners of KPMG
There are no officers of the Company who are former partners of KPMG.
Rounding of amounts
The Company is of 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 thousand dollars, or in certain cases, the nearest dollar.
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
KPMG 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
___________________________
Andrew Coleman
Managing Director and Chief Executive Officer
31 August 2020
Sydney
16
To the Directors of Teaminvest Private Group Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Teaminvest Private Group
Limited for the financial year ended 30 June 2020 there have been:
i.
ii.
KPMG
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Tony Nimac
Partner
Sydney
31 August 2020
17 Teaminvest Private Group Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2020
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
Restated*
$'000
Note
30 Jun 2020
$'000
Revenue from contracts with customers
6
89,002
28,384
Share of profits of associates accounted for using the equity method
Other income
Interest revenue calculated using the effective interest method
14
7
1,858
5,747
93
270
2,177
3
Expenses
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Impairment of receivables
Net loss on disposal of property, plant and equipment
Occupancy expense
Initial public offering ('IPO') listing expense
Other expenses
Finance costs
Profit/(loss) before income tax (expense)/benefit
Income tax (expense)/benefit
Profit/(loss) after income tax (expense)/benefit for the year attributable to the
owners of Teaminvest Private Group Limited
8
8
9
(41,676)
(35,661)
(2,514)
(302)
(60)
(1,227)
(42)
(5,898)
(399)
(14,255)
(11,399)
(323)
(9)
(16)
(754)
(2,090)
(2,291)
(2,351)
8,921
(2,654)
(615)
828
8,306
(1,826)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income/(loss) for the year attributable to the owners of
Teaminvest Private Group Limited
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
* Refer to note 4 for detailed information on restatement of comparatives.
8,306
(1,826)
Cents
Cents
39
39
7.47
7.32
(3.86)
(3.85)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
Teaminvest Private Group Limited
Statement of financial position
As at 30 June 2020
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Inventories
Prepayments and other deposits
Total current assets
Non-current assets
Investments accounted for using the equity method
Other financial assets
Property, plant and equipment
Right-of-use assets
Intangibles
Deferred tax
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Borrowings
Lease liabilities
Income tax
Employee benefits
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities
Deferred tax
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Consolidated
Note
30 Jun 2020
$'000
30 Jun 2019
Restated*
$'000
10
11
12
13
14
15
16
17
9
18
19
20
21
9
22
24
9
25
10,777
8,397
9,033
6,612
228
35,047
19,124
4
4,200
3,817
45,770
-
72,915
6,694
7,485
5,699
7,020
80
26,978
17,499
-
3,937
-
45,786
995
68,217
107,962
95,195
15,759
3,117
379
1,976
2
1,790
248
23,271
3,196
6
293
3,495
11,752
1,489
3,400
1,248
1,072
1,935
662
21,558
598
-
304
902
26,766
22,460
81,196
72,735
Equity
Issued capital
Retained profits/(accumulated losses)
Total equity
26
75,386
5,810
75,231
(2,496)
81,196
72,735
* Refer to note 4 for detailed information on restatement of comparatives and note 35 for finalisation of prior period business
combination which has resulted in comparatives being adjusted.
The above statement of financial position should be read in conjunction with the accompanying notes
19
Teaminvest Private Group Limited
Statement of changes in equity
For the year ended 30 June 2020
Consolidated
Balance at 26 September 2018
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 26)
Deferred tax adjustment upon settlement of convertible notes, recognised
directly in equity (note 4)
Balance at 30 June 2019
Refer to note 4 for detailed information on Restatement of comparatives.
Consolidated
Balance at 1 July 2019
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Shares issued to directors (note 28)
Balance at 30 June 2020
Issued
capital
Restated*
$'000
Accumulated
losses
Restated*
$'000
Total equity
Restated*
$'000
-
-
-
-
-
-
(1,826)
-
(1,826)
-
(1,826)
(1,826)
75,231
-
75,231
(670)
(670)
75,231
(2,496)
72,735
Retained
earnings/
(accumulated
losses)
$'000
Issued
capital
$'000
Total equity
$'000
75,231
(2,496)
72,735
-
-
-
8,306
-
8,306
-
8,306
8,306
155
-
155
75,386
5,810
81,196
The above statement of changes in equity should be read in conjunction with the accompanying notes
20
Teaminvest Private Group Limited
Statement of cash flows
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers (inclusive of GST)
Dividends received
Interest received
Receipts of government grants (COVID-19)
Other revenue
Interest and other finance costs paid
Income taxes paid
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
$'000
Note
30 Jun 2020
$'000
93,645
(88,180)
25,940
(31,611)
5,465
233
93
436
4,785
(399)
(576)
(5,671)
167
3
-
395
(144)
(391)
Net cash from/(used in) operating activities
37
10,037
(5,641)
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for investment in associates
Payments for other financial assets
Payments for property, plant and equipment
Payments for intangibles
Proceeds from/ (payments for) disposal of property, plant and equipment
Net cash from/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from/(payments to) borrowings
Repayment of lease liabilities
Loans from/(to) related and other parties
Proceeds from/(payments to) invoice discounting
Net cash from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
35
15
17
26
38
38
38
(60)
-
(4)
(1,131)
(124)
61
5,351
(1,000)
-
(751)
(8)
(16)
(1,258)
3,592
-
(340)
(1,663)
(1,375)
(478)
7,021
719
(34)
(50)
263
(3,856)
7,919
4,923
5,854
5,854
-
Cash and cash equivalents at the end of the financial year
10
10,777
5,854
The above statement of cash flows should be read in conjunction with the accompanying notes
21
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 1. General information
The financial statements cover Teaminvest Private Group Limited as a Group consisting of Teaminvest Private Group Limited
('Company' or 'parent entity') and the entities it controlled at the end of, or during, the period (referred to in these financial
statements as the 'Group'). The financial statements are presented in Australian dollars, which is Teaminvest Private Group
Limited's functional and presentation currency.
Teaminvest Private Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business is:
Suite 302, 80 Mount Street
North Sydney, NSW 2060
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is
not part of the financial statements.
The Group's current period results are for the year ended 30 June 2020. The comparative results are for the Group's results
for the 4 month period from 1 March 2019 to 30 June 2019 when the Company acquired the subsidiaries as presented in
note 35. From the date of incorporation on 26 September 2018 to 28 February 2019 the Company did not trade. For the
purposes of the consolidated financial statements, Teaminvest Private Pty Ltd has been identified as the accounting parent
(legal acquiree) and the Group as the legal parent (accounting acquiree).
The financial statements were authorised for issue, in accordance with a resolution of directors, on 31 August 2020. 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 Group 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 Group:
AASB 16 Leases
The Group has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates
the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-
of-use assets and corresponding lease liabilities are recognised in the statement of financial position. Straight-line operating
lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and
an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the
expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117.
However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense
is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows,
the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed
in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.
Impact of adoption of AASB 16
AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated.
The Group recognised additional right-of-use assets to the equal value of lease liabilities recognised, thus there is no effect
on opening accumulated losses. The impact of transition is summarised below:
22
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Operating lease commitments as at 1 July 2019 (AASB 117)
Operating lease commitments discount based on the weighted average incremental borrowing rate of 5%
(AASB 16)
Short-term leases not recognised as a right-of-use asset (AASB 16)
Low-value assets leases not recognised as a right-of-use asset (AASB 16)
Extension options reasonably certain to be exercised (AASB 16)
Lease liabilities recognised as at 1 July 2019
Lease liabilities - current (AASB 16)
Lease liabilities - non-current (AASB 16)
Lease liabilities recognised as at 1 July 2019
1 July 2019
$'000
4,151
3,690
(1,077)
(61)
146
2,698
518
2,180
2,698
Practical expedients applied
In applying AASB 16 for the first time, the Group has used the following practical expedients permitted by the standard:
●
●
●
applying a single discount rate to a portfolio of leases with similar characteristics;
accounting for leases which end within 12 months of the date of initial application as short term leases; and
excluding initial direct costs from the measurement of the right-of-use asset.
Interpretation 23 Uncertainty over Income Tax
The Group has adopted Interpretation 23 from 1 July 2019. The interpretation clarifies how to apply the recognition and
measurement requirements of AASB 112 ‘Income Taxes’ in circumstances where uncertain tax treatments exists. The
interpretation requires: the Group to determine whether each uncertain tax treatment should be treated separately or
together, based on which approach better predicts the resolution of the uncertainty; the Group to consider whether it is
probable that a taxation authority will accept an uncertain tax treatment; and if the Group concludes that it is not probable
that the taxation authority will accept an uncertain tax treatment, it shall reflect the effect of uncertainty in determining the
related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates, measuring the tax uncertainty
based on either the most likely amount or the expected value. In making the assessment it is assumed that a taxation
authority will examine amounts it has a right to examine and have full knowledge of all related information when making
those examinations. Management has considered all facts and circumstances as it relates to the Group and believe there is
no material uncertainty over the availability of the tax losses and other deductions to the Group.
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, unless otherwise stated.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 41.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Teaminvest Private Group
Limited as at 30 June 2020 and the results of all subsidiaries for the period then ended.
23
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
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.
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange
for transferring goods or services to a customer. For each contract with a customer, the Group: 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.
Sale of goods
Revenue from the design, manufacture and installation of the products listed below is typically recognised at the point in time
when the customer obtains control of the goods, which is generally at the time of installation or delivery.
●
●
glass splashbacks, glass bathroom walls and toughened mirrors; and
semi-trailers.
Revenue from the design, development and installation of electrical network extensions and upgrades work in exchange for
a fixed fee is recognised over time.
Rendering of services
Revenue from a contract to provide logistic support services is recognised at a point in time when the services are rendered
based on a fixed price.
24
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Revenue from the design, development and installation of architectural metal work in exchange for a fixed fee is recognised
over time in addition to the provision of traffic management services. Due to the high degree of interdependence between
the various elements of these projects, they are accounted for as a single performance obligation. The performance obligation
is based on the 'output method', where progress is measured against internally predetermined project milestones, being the
most faithful depiction of the transfer of goods and services to each customer based on historical experience. As the
performance obligation is generally completed within 12 months, the Group has used the practical expedient not to adjust
the for the effects of financing.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
●
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
●
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Teaminvest Private Group Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income
tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group
continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate
taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax
consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets)
and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax
consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts
receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the
intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a
contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.
25
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is 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. For the statement of cash flows presentation purposes, cash
and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement
of financial position.
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 Group 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.
Contract assets
Contract assets are recognised when the Group has transferred goods or services to the customer but where the Group has
yet to issue an invoice. Contract assets are treated as financial assets for impairment purposes.
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first
out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate
proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers
from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and
discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Associates
Associates are entities over which the Group has significant influence but not control or joint control. Investments in
associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the
associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive
income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in
the Group's share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the
investment and is neither amortised nor individually tested for impairment. Dividends received or receivable from associates
reduce the carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured
long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the associate.
26
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
The Group discontinues the use of the equity method upon the loss of significant influence over the associate and recognises
any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of the retained
investment and proceeds from disposal is recognised in profit or loss.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Leasehold improvements
Plant and equipment
Plant and equipment under lease
Motor vehicles
over the term of the lease
1-10 years
2-5 years
4 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group 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 Group 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.
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period
of their expected benefit, being their finite useful life of 10 years.
27
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Customer contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 10 and 15 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 useful life of 5 years.
Formation costs
Costs in relation to the formation of the Group are capitalised as an asset. These costs are not subsequently amortised.
Impairment of non-financial assets
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in
circumstances indicate that it 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 Group prior to the end of the financial year and
which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts
are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the Group has transferred the goods or services to the customer.
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 Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
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 are expensed in the period in which they are incurred.
28
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is
probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of
money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision
resulting from the passage of time is recognised as a finance cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date. 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 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.
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.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers
between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
29
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments
or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest
in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value
or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs are capitalised as value in use cost.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or
accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group 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.
When two or more entities combine through an exchange of equity interests, AASB 3 requires one of the entities to be
deemed the acquirer under a reverse acquisition. In a ‘reverse acquisitions’, the issuing entity is the deemed to be the
acquiree (legal parent) and the acquirer is deemed to be the subsidiary. In identifying the acquirer in a reverse acquisition
the consideration is given in facts and circumstances including (a) the relative voting rights in the combined entity after the
business combination; (b) the existence of a large minority voting interest in the combined entity if no other owner or
organised group of owners has a significant voting interest; (c) the composition of the governing body of the combined entity;
(d) the composition of the senior management of the combined entity and (e) the terms of the exchange of equity interests.
The acquirer is usually the combining entity whose relative size (measured in, for example, assets, revenues or profit) is
significantly greater than that of the other combining entity or entities.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Teaminvest Private Group 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.
30
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 2. Significant accounting policies (continued)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of
the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Comparative information
Comparatives have been restated, where appropriate, to conform to changes in presentation in the current year and to
enhance comparability. There was no net effect on the net asset position.
Rounding of amounts
The Company is of 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 thousand dollars, or in certain cases, the nearest dollar.
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 Group for the annual reporting period ended 30 June 2020. The Group's assessment of
the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out
below.
New Conceptual Framework for Financial Reporting
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and early
adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance
on measurement that affects several Accounting Standards. Where the Group has relied on the existing framework in
determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian
Accounting Standards, the Group may need to review such policies under the revised framework. At this time, the application
of the Conceptual Framework is not expected to have a material impact on the Group's financial statements.
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.
31
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 3. Critical accounting judgements, estimates and assumptions (continued)
COVID-19 pandemic
Judgement has been exercised in considering the impacts that the COVID-19 pandemic has had, or may have, on the Group
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 Group 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 Group unfavourably as at the reporting date or subsequently as a
result of the COVID-19 pandemic.
Revenue recognition over time
For performance obligations satisfied over time, management uses judgement to select a method for measuring its progress
towards complete satisfaction of that performance obligation. In exercising that judgement, management selects a method
that depicts its performance in transferring control of goods or services to the customer. For the provision of architectural
metal work, management has determined that progress should be measured by internally predetermined project milestones
(an output method). Specifically this method involves estimating the progress towards satisfying performance obligations
within the contract and contract costs expected to be incurred to satisfy the performance obligations.
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, historical collection rates, the impact of the
COVID-19 pandemic and forward-looking information that is available
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the
provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that
affect inventory obsolescence.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant
and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations
or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written
down.
Goodwill
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
has 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.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining
the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business
for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based
on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the
carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such
determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount
future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is
based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a
similar value to the right-of-use asset, with similar terms, security and economic environment.
32
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 4. Restatement of comparatives
Restatement 1
On 28 February 2019, the Company acquired 100% of the ordinary shares of Teaminvest Private Pty Ltd ('TIP') in exchange
for shares in the Company. TIP is an investment management business.
The Group had accounted for the transaction as a business combination under AASB 3 ‘Business Combinations’, with the
Company being treated as both the legal and accounting acquirer in the annual report for the period-ended 30 June 2019.
Total consideration transferred was $14,400,000 which resulted in a goodwill of $14,397,000.
In the current reporting period, the Company has reassessed the transaction by applying the principles of AASB 3. After
reconsideration of the facts and circumstances of the transaction, the Company found an error in the previous application of
AASB 3 and concluded that TIP should have been identified as the accounting acquirer (legal subsidiary) and the Company
as the accounting acquiree (legal parent), resulting in a reverse acquisition. As the Company did not meet the definition of a
business at the time of the transaction, the reverse acquisition should have been accounted for under AASB 2 ‘Share-based
Payments’.
Accordingly, the accounting for the acquisition of TIP has been restated as at 30 June 2019 as follows:
●
●
Goodwill of $14,397,000 previously recognised on acquisition of TIP by the Company was reversed;
Accumulated losses increased by $824,000 to reflect the AASB 2 reverse acquisition expense representing the
difference between the deemed consideration paid by TIP and the fair value of the identifiable net assets of the
Company on acquisition date. Deemed consideration transferred at acquisition date was determined by reference to
the fair value of the number of shares TIP would have issued to the owners of the Company to give them the same
percentage interest in the combined group that results from the reverse acquisition; and
Issued capital of the Group was reduced by $13,573,000 to reflect the value of TIP issued capital immediately prior to
the transaction ($100), plus the deemed consideration paid by TIP for the Company ($3,852,000) and shares issued
subsequent to the transaction ($69,171,000), excluding the impact of Restatement 2 below for the settlement of the
convertible notes. The number of shares on issue continues to represent the equity structure of the Company.
●
33
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 4. Restatement of comparatives (continued)
Details of the acquisition balance sheet on TIP’s reverse acquisition of the Company at 28 February 2019 are summarised
as follows:
Deemed consideration
Less: fair value of net assets acquired in the Company
Cash
Other current assets
Equity accounted investment*
Other financial assets – FVTPL
Deferred tax asset
Trade payables
Borrowing
Fair value of net assets acquired in the Company*
Expense arising on reverse acquisition*
28 February
2019
$'000
3,852
4,058
49
2,912
2,413
615
(1,619)
(5,400)
3,028
824
*
The impact of this restatement was first presented in the Interim Financial Report for the half year ended 31 December
2019. Subsequent to this, the Company identified a further adjustment relating to the determination of the fair value of
the equity accounted investment of the Company at 28 February 2019. This has decreased the AASB 2 reverse
acquisition expense by $1,412,000 to $824,000. There was no additional impact on the 30 June 2019 net assets.
Restatement 2
In reconsidering the above restatement, it was identified that the consideration and goodwill arising on the acquisition of the
portfolio entities at 28 February 2019 did not appropriately consider the fair value of previously existing interests held in
Kitome Pty. Ltd, Icon Metal Pty Ltd and Lusty TIP Trailers Pty Ltd.
Further, it was identified that the Company had not been recognising a convertible note liability at fair value through profit or
loss in accordance with AASB 9 Financial Instruments. This convertible note liability was settled with an issue of shares prior
to 30 June 2019.
The impact of these restatements results in an:
(a) increase to goodwill of $2,159,000 with a corresponding increase in profit or loss to reflect the revaluation of the pre-
existing interests; and
(b) increase in issued capital of $2,207,000, decrease in other equity of $670,000 with a corresponding net decrease in
profit and loss of $1,537,000 to correct for the revaluation and settlement of the convertible notes.
34
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 4. Restatement of comparatives (continued)
Summary of restatements due to error follow:
Statement of profit or loss and other comprehensive income
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
$'000
Reported
$'000
Reverse
acquisition
(restatement
1)
$'000
Fair value
assessment
(restatement
2)
Period
from 26
Sep 2018
to 30 Jun
2019
$'000
$'000
Fair value of net
assets*
Restated
Revenue
28,384
-
-
Share of profits of associates accounted for
using the equity method
Other income
Interest revenue calculated using the effective
interest method
Expenses
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Impairment of receivables
Net loss on disposal of property, plant and
equipment
Occupancy expense
Initial public offering ('IPO') listing expense
Other expenses
Finance costs
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit for the year
attributable to the owners of Teaminvest
Private Group Limited
Other comprehensive income for the year, net
of tax
Total comprehensive loss for the year
attributable to the owners of Teaminvest
Private Group Limited
270
18
3
(14,255)
(11,399)
(323)
(9)
(16)
(754)
(1,266)
(2,291)
(144)
(1,782)
158
-
-
-
-
-
-
-
-
-
(824)
-
-
(824)
-
-
2,159
-
-
-
-
-
-
-
-
-
(2,207)
(48)
670
(1,624)
(824)
622
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
28,384
270
2,177
3
(14,255)
(11,399)
(323)
(9)
(16)
(754)
(2,090)
(2,291)
(2,351)
(2,654)
828
(1,826)
-
(1,624)
(824)
622
-
(1,826)
Cents
Cents
Restatement
Reported
1
Cents
Restatement
2
Cents
Fair value of net
assets*
Cents
Restated
Basic earnings per share
Diluted earnings per share
(3.43)
(3.43)
(1.74)
(1.74)
1.31
1.31
-
-
(3.86)
(3.85)
*
refer note 35 for details of adjustments made to provisional business combinations reported at 30 June 2019.
35
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 4. Restatement of comparatives (continued)
Statement of financial position at the end of the earliest comparative period
30 Jun 2019
$'000
Reported
Consolidated
$'000
Reverse
acquisition
(restatement
1)
$'000
Fair value
assessment
(restatement
2)
$'000
30 Jun 2019
$'000
Fair value of
net assets*
Restated
6,694
7,720
5,699
7,497
80
27,690
17,499
4,198
54,934
1,416
78,047
-
-
-
-
-
-
-
-
-
-
-
(14,397)
(14,397)
-
2,159
-
2,159
-
(235)
-
(477)
-
(712)
-
(261)
3,090
(421)
2,408
6,694
7,485
5,699
7,020
80
26,978
17,499
3,937
45,786
995
68,217
105,737
(14,397)
2,159
1,696
95,195
11,386
1,489
4,554
-
1,051
1,362
20
19,862
598
304
902
20,764
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
84,973
(14,397)
2,159
86,597
(1,624)
(13,573)
(824)
84,973
(14,397)
2,207
(48)
2,159
366
-
(1,154)
1,248
21
573
642
1,696
-
-
-
11,752
1,489
3,400
1,248
1,072
1,935
662
21,558
598
304
902
1,696
22,460
-
-
-
-
72,735
75,231
(2,496)
72,735
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Inventories
Other
Total current assets
Non-current assets
Investments accounted for using the equity
method
Property, plant and equipment
Intangibles
Deferred tax
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Borrowings
Lease liabilities
Income tax
Employee benefits
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Total equity
These restatements have had no impact on the statement of cash flows.
*
refer note 35 for details of adjustments made to provisional business combinations reported at 30 June 2019.
36
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 5. Operating segments
Identification of reportable operating segments
The Group is organised into two operating segments based on the whether it manufactures ('Engineering') or provides
services ('Services'). 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. Further details are as follows:
Segment name
Description
Engineering segment
Services segment
The engineering segment includes four wholly-owned subsidiaries of the Group: DecoGlaze
Holdings Pty Ltd; Lusty TIP Trailers Pty Ltd; Icon Metal Pty Ltd; and Coastal Energy Pty Ltd.
The services segment includes five wholly-owned subsidiaries of the Group; East Coast
Traffic Controllers Pty Ltd, Kitome Pty Ltd, Boutique Portraits Pty Ltd, The Step Ahead
Builder’s Assistant Pty Ltd and Valuestream Investment Management Limited and three
associate entities: Colour Capital Pty Ltd, Multimedia Technology Pty Ltd and Teaminvest
Private Insurance Services Pty Ltd.
There is no aggregation of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted
for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
Intersegment transactions
There were no intersegment transactions.
Intersegment receivables, payables and loans
There were no intersegment receivables, payables and loans.
Major customers
During the period ended 30 June 2020, the Group had sales to a construction customer that amounted to $9,175,000 (2019:
$2,636,000).
37
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 5. Operating segments (continued)
Operating segment information
Consolidated - 30 Jun 2020
Revenue
Sales to external customers
Other revenue
Total revenue
Segment EBITDA
Depreciation and amortisation
Interest revenue
Other income
Gain on business combination (note 35)
Government grants (COVID-19)
Finance costs
Corporate overheads
Profit before income tax expense
Income tax expense
Profit after income tax expense
Material items include:
Share of profits of associates
Assets
Segment assets
Unallocated assets:
Corporate assets
Total assets
Total assets includes:
Investments in associates
Liabilities
Segment liabilities
Unallocated liabilities:
Provision for income tax
Deferred tax liability
Corporate liabilities
Total liabilities
Engineering Services
$'000
$'000
Total
$'000
66,958
387
67,345
20,572
357
20,929
6,477
6,761
870
226
87,530
744
88,274
13,238
(2,514)
93
728
594
1,096
(399)
(3,915)
8,921
(615)
8,306
-
1,858
1,858
64,382
40,004
104,386
3,576
107,962
-
19,124
19,124
20,158
5,020
25,178
2
6
1,580
26,766
38
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 5. Operating segments (continued)
Consolidated - Period from 26 Sep 2018 to 30 Jun 2019
Restated (note 4)
Engineering Services
Total
$'000
$'000
$'000
Revenue
Sales to external customers
Other revenue
Total revenue
Segment EBITDA
Depreciation and amortisation
Fair value gain
Interest revenue
Finance costs
Corporate overheads
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit
Material items include:
Share of profits of associates
Assets
Segment assets
Unallocated assets:
Deferred tax asset
Corporate assets
Total assets
Total assets includes:
Investments in associates
Liabilities
Segment liabilities
Unallocated liabilities:
Provision for income tax
Corporate liabilities
Total liabilities
Note 6. Revenue from contracts with customers
Revenue from contracts with customers
Sale of goods
Rendering of services
Other revenue
Other revenue
Revenue from contracts with customers
39
20,211
144
20,355
7,796
233
8,029
357
448
28,007
377
28,384
805
(323)
2,159
3
(2,351)
(2,947)
(2,654)
828
(1,826)
-
270
270
54,955
34,975
89,930
995
4,270
95,195
-
17,499
17,499
16,148
4,945
21,093
1,072
295
22,460
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
$'000
30 Jun 2020
$'000
48,827
38,703
87,530
15,871
12,136
28,007
1,472
377
89,002
28,384
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 6. Revenue from contracts with customers (continued)
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated - 30 Jun 2020
Geographical regions
Australia
Timing of revenue recognition
Goods transferred at a point in time
Goods transferred over time
Services transferred at a point in time
Services transferred over time
Engineering Services
$'000
$'000
Total
$'000
66,958
20,572
87,530
35,305
13,523
438
17,692
-
-
10,085
10,487
35,305
13,523
10,523
28,179
66,958
20,572
87,530
Consolidated - Period from 26 Sep 2018 to 30 Jun 2019
Engineering Services
$'000
$'000
Total
$'000
Geographical regions
Australia
Timing of revenue recognition
Goods transferred at a point in time
Goods transferred over time
Services transferred at a point in time
Services transferred over time
Note 7. Other income
Net fair value gain on investments
Gain on bargain purchase (note 35)
Government grants (COVID-19)
Insurance recoveries
Reimbursement of expenses
Others
Other income
20,211
7,796
28,007
11,549
4,322
201
4,139
-
-
4,483
3,313
11,549
4,322
4,684
7,452
20,211
7,796
28,007
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
-
594
1,096
4,020
37
-
2,159
-
-
-
14
4
5,747
2,177
40
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 7. Other income (continued)
Government grants (COVID-19)
During the COVID-19 pandemic, the Group has received JobKeeper support payments from the Australian Government
which are passed on to eligible employees. These have been recognised as government grants in the financial statements
and recorded as other income over the periods in which the related employee benefits are recognised as an expense. The
JobKeeper payment scheme in its current form runs for the fortnights from 30 March until 27 September 2020. The Group is
eligible for JobKeeper support from the government on the condition that employee benefits continue to be paid.
Insurance recoveries
As the result of the loss of the founder of Kitome in July 2019 the group received an insurance payout of $4,020,000 under
two keyman policies.
Note 8. Expenses
Profit/(loss) before income tax includes the following specific expenses:
Depreciation
Leasehold improvements
Plant and equipment
Motor vehicles
Buildings right-of-use assets
Plant and equipment right-of-use assets
Impairment
Total depreciation
Amortisation
Patents and trademarks
Customer contracts
Software
Total amortisation
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
66
335
374
1,054
48
32
1,909
1
601
3
605
5
62
216
-
-
-
283
-
-
40
40
Total depreciation and amortisation
2,514
323
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Finance costs expensed
Leases
Minimum lease payments
Short-term lease payments
Low-value assets lease payments
Superannuation expense
Defined contribution superannuation expense
41
243
156
399
-
858
17
875
2,328
23
2,351
710
-
-
710
2,357
667
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 8. Expenses (continued)
Note 9. Income tax
Income tax expense/(benefit)
Current tax
Deferred tax - origination and reversal of temporary differences
Adjustment recognised for prior periods
Aggregate income tax expense/(benefit)
Deferred tax included in income tax expense/(benefit) comprises:
Decrease/(increase) in deferred tax assets
Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Profit/(loss) before income tax (expense)/benefit
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Insurance recoveries
Gain on bargain purchase
Other non-taxable income
Share of profits - associates
Non-deductible expenses
Adjustment recognised for prior periods
Income tax expense/(benefit)
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
(522)
1,024
113
615
67
(225)
-
(158)
1,024
(895)
8,921
(2,654)
2,676
(796)
(1,206)
(178)
(281)
(551)
46
502
113
615
-
-
-
-
638
(828)
-
(828)
42
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 9. Income tax (continued)
Deferred tax asset/(liability)
Deferred tax asset/(liability) comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Tax losses
Allowance for expected credit losses
Rights-of-use
Contract liabilities
Employee benefits
Provision for warranties and claims
Accrued expenses
Retention receivable
Prepayments
Contract assets
Inventories
Customer relationships
Property, plant and equipment
Deferred tax asset/(liability)
Movements:
Opening balance
Credited/(charged) to profit or loss
Additions through business combinations (note 35)
Additional deferred tax on entering tax consolidated group
Closing balance
Provision for income tax
Provision for income tax
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
640
91
79
1,482
1,074
60
39
(460)
(41)
(2,150)
(11)
(707)
(102)
1,036
133
-
-
735
140
6
(144)
(4)
-
(20)
(887)
-
(6)
995
995
(1,024)
-
23
(6)
-
225
(68)
838
995
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
2
1,072
43
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 10. Current assets - cash and cash equivalents
Cash on hand
Cash at bank
Cash on deposit
Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end of the financial
year as shown in the statement of cash flows as follows:
Balances as above
Bank overdraft (note 20)
Balance as per statement of cash flows
Note 11. Current assets - trade and other receivables
Trade receivables
Less: Allowance for expected credit losses
Loan receivable
Receivable from employees
Other receivables
Receivable from related parties
Consolidated
30 Jun 2020 30 Jun 2019
$'000
$'000
2
8,466
2,309
4
6,352
338
10,777
6,694
10,777
-
6,694
(840)
10,777
5,854
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
8,215
(302)
7,913
-
8
8
463
13
7,823
(443)
7,380
15
9
24
80
1
8,397
7,485
44
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 11. Current assets - trade and other receivables (continued)
Allowance for expected credit losses
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Expected
credit loss
rate
Gross
carrying
amount
Carrying amount
Allowance for expected
credit losses
Consolidated
30 Jun 2020
%
30 Jun 2019
%
30 Jun 2020
$'000
30 Jun 2019
$'000
30 Jun 2020
$'000
30 Jun 2019
Restated
(note 4)
$'000
Not overdue
Under three months overdue
Three to six months overdue
Over six months overdue#
-
-
11.45%
61.12%
-
0.12%
29.37%
100%
5,768
1,512
262
673
5,492
1,676
303
352
8,215
7,823
-
-
30
272
302
-
2
89
352
443
# Includes Retentions due after 12-months $228k at 30 June 2020
Movements in the allowance for expected credit losses are as follows:
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
443
26
-
(165)
(2)
302
-
117
464
-
(138)
443
Consolidated
30 Jun 2020 30 Jun 2019
$'000
$'000
9,033
5,699
5,699
34,335
3
(31,004)
-
258
5,441
-
9,033
5,699
Opening balance
Additional provisions recognised
Additions through business combinations
Receivables written off during the year as uncollectable
Unused amounts reversed
Closing balance
Note 12. Current assets - contract assets
Contract assets
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
Additions
Additions through business combinations (note 35)
Transfer to trade receivables
Closing balance
45
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 13. Current assets - inventories
Raw materials - at cost
Work in progress - at cost
Finished goods - at cost
Note 14. Non-current assets - investments accounted for using the equity method
Investment in associates
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and previous
financial year are set out below:
Opening carrying amount
Profit after income tax
Additions
Dividends received
Closing carrying amount
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
100
3,789
2,723
94
4,659
2,267
6,612
7,020
Consolidated
30 Jun 2020 30 Jun 2019
$'000
$'000
19,124
17,499
17,499
1,858
-
(233)
-
270
17,396
(167)
19,124
17,499
Interests in associates
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are
material to the Group are set out below:
Name
Principal place of business /
Country of incorporation
Ownership interest
30 Jun 2020 30 Jun 2019
%
%
Colour Capital Pty Ltd*
Multimedia Technology Pty Ltd**
Teaminvest Private Insurance Services Pty Ltd***
Australia
Australia
Australia
33.30%
30.00%
50.00%
33.30%
30.00%
-
*
**
On 28 February 2019, the Company purchased 33.30% of Colour Capital Pty Ltd for a total consideration of $7,887,000.
This is a franchise management business and operates as franchisor of Raw Energy Cafe Brand, master franchisor for
GJ Gardner Homes (NSW/ACT and WA) and master franchisor for Golds Gym Australia and New Zealand.
On 28 February 2019, the Company purchased 30.00% of Multimedia Technology Pty Ltd for a total consideration of
$9,509,000. Multimedia Technology Pty Ltd is an importer of information technology hardware to approximately 10,000
qualified resellers across Australia.
*** On 26 August 2019, Teaminvest Private Insurance Services Pty Ltd was registered as an Australian company with the
Group investing in 50% of the share capital of the business.
46
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 14. Non-current assets - investments accounted for using the equity method (continued)
Summarised financial information for the year ended 30 June 2020 and 30 June 2019 are as follows:
Colour Capital
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
Multimedia Technology
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
Teaminvest
Private
Insurance
30 Jun 2020
$'000
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
3,269
2,276
675
2,535
29,520
4,048
32,752
676
5,545
3,210
33,568
33,428
1,827
41
1,868
460
332
792
9,954
6,396
15,106
5,083
16,350
20,189
66
4
70
76
-
76
Net assets/(liabilities)
3,677
2,418
17,218
13,239
(10)
Summarised statement of profit or loss and
other comprehensive income
Revenue
Expenses
Profit/(loss) before income tax
Income tax (expense)/benefit
Profit/(loss) after income tax
Other comprehensive loss
11,505
(9,071)
11,146
(9,800)
144,838
(138,354)
140,219
(135,602)
2,434
(928)
1,506
(1)
1,346
(608)
6,484
(1,931)
4,617
(1,386)
738
4,553
3,231
-
-
-
Total comprehensive income/(loss)
1,505
738
4,553
3,231
Reconciliation of the Group's carrying amount
Beginning balance/acquisition price
Share of profit/(loss) after income tax
Share of dividends received
7,677
502
(83)
7,887
(43)
(167)
9,822
1,366
(150)
9,509
313
-
Closing carrying amount
8,096
7,677
11,038
9,822
60
(74)
(14)
4
(10)
-
(10)
-
-
-
47
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 15. Non-current assets - property, plant and equipment
Land - at cost
Leasehold improvements - at cost
Less: Accumulated depreciation
Plant and equipment - at cost
Less: Accumulated depreciation
Motor vehicles - at cost
Less: Accumulated depreciation
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
54
211
(42)
169
2,458
(402)
2,056
2,250
(329)
1,921
54
164
(5)
159
2,084
(71)
2,013
1,927
(216)
1,711
4,200
3,937
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 26 September 2018
Additions
Additions through business combinations (note
35)
Depreciation expense
Balance at 30 June 2019
Additions
Disposals
Reclassifications
Impairment of assets
Depreciation expense
Balance at 30 June 2020
Land
$'000
Leasehold
improvements
$'000
Plant and
equipment
$'000
Motor
vehicles
$'000
Total
$'000
-
-
164
(5)
159
154
(33)
(45)
-
(66)
169
-
35
2,040
(62)
2,013
803
(14)
(411)
-
(335)
-
719
1,208
(216)
1,711
174
(14)
456
(32)
(374)
-
754
3,466
(283)
3,937
1,131
(61)
-
(32)
(775)
2,056
1,921
4,200
-
-
54
-
54
-
-
-
-
-
54
48
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 16. Non-current assets - right-of-use assets
Land and buildings - right-of-use
Less: Accumulated depreciation
Plant and equipment - right-of-use
Less: Accumulated depreciation
Consolidated
30 Jun 2020 30 Jun 2019
$'000
$'000
4,760
(1,054)
3,706
159
(48)
111
3,817
-
-
-
-
-
-
-
Additions to the right-of-use assets during the period were $2,221,000.
The Group leases land and buildings for its offices, warehouses and retail outlets under agreements of between 1 to 5 years
with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are
renegotiated. The Group also leases plant and equipment under agreements of between 1 to 5 years.
The Group leases office equipment under agreements of less than 1 year. These leases are either short-term or low-value,
so have been expensed as incurred and not capitalised as right-of-use assets.
Note 17. Non-current assets - intangibles
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
42,619
42,619
543
(1)
542
2,957
(601)
2,356
259
(43)
216
37
78
-
78
2,957
-
2,957
172
(40)
132
-
45,770
45,786
Goodwill - at cost
Patents and trademarks - at cost
Less: Accumulated amortisation
Customer contracts - at cost
Less: Accumulated amortisation
Software - at cost
Less: Accumulated amortisation
Formation costs
49
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 17. Non-current assets - intangibles (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Patents,
trademarks
and license
$'000
Goodwill
$'000
Customer
relationship
$'000
Software
$'000
Formation
cost
$'000
Total
$'000
Consolidated
Balance at 26 September 2018
Additions
Additions through business
combinations (note 35)
Amortisation expense
Balance at 30 June 2019
Additions
Additions through business
combinations (note 35)
Amortisation expense
-
-
42,619
-
42,619
-
-
-
Balance at 30 June 2020
42,619
-
8
70
-
78
-
465
(1)
542
-
-
2,957
-
2,957
-
-
(601)
-
-
172
(40)
132
87
-
(3)
-
-
-
-
-
37
-
-
-
8
45,818
(40)
45,786
124
465
(605)
2,356
216
37
45,770
Impairment testing
Goodwill has been allocated to the cash-generating units ('CGUs') as follows:
Goodwill allocated to engineering segment:
Coastal Energy
DecoGlaze
Icon Metal
Lusty TIP Trailers
Engineering segment
Goodwill allocated to services segment:
East Coast Traffic Controllers
Kitome
Services segment
Total goodwill
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
4,260
6,306
8,595
10,462
29,623
2,826
10,170
12,996
4,260
6,306
8,595
10,462
29,623
2,826
10,170
12,996
42,619
42,619
The recoverable amount of the Group's goodwill has been determined by a value-in-use calculation using a discounted cash
flow model, based on management approved budget and the application of a growth rate for a 5 year projection period ,
together with a terminal value.
50
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 17. Non-current assets - intangibles (continued)
The following assumptions were used in the discounted cash flow models for the period subsequent to management's
approved budget:
2020
Revenue
growth rate
%
2020
Discount rate
(pre-tax)
%
2020
Terminal
growth rate
%
2019
Revenue
growth rate
%
2019
Discount rate
(pre-tax)
%
2019
Terminal
growth rate
%
Coastal Energy
DecoGlaze
Lusty TIP Trailers
Icon Metal
East Coast Traffic Controllers
Kitome
7.6%
5.4%
5.8%
10.0%
9.2%
8.0%
10.77%
11.04%
9.52%
11.05%
9.35%
10.54%
2.75%
2.75%
2.75%
2.75%
2.75%
2.75%
4.0%
6.3%
3.0%
3.0%
3.7%
7.0%
12.4%
10.8%
11.5%
11.8%
12.3%
10.7%
2.7%
2.7%
2.7%
2.7%
2.7%
2.7%
Key assumption
Approach used to determine values
Revenue growth rate
Discount rate
Terminal growth rate
Management believes Revenue growth is appropriate based on businesses
being driven by top line results with limited fixed costs, stable cost of goods
sold when considering the general market in which the relevant CGU operates.
A degree of conservativeness has been factored in the 2021 revenue growth
forecast in light of potential impacts of COVID19.
Pre-tax discount rate reflects management’s estimate of the time value of
money and the relevant portfolio company’s weighted average cost of capital
adjusted for the risk free rate and the volatility of the relevant portfolio
company’s industry relative to market movements.
Management have estimated that the terminal growth rate will be in line with
the Reserve Bank of Australia ('RBA') expected gross domestic product ('GDP')
growth rate.
Based on the above the recoverable amount exceeds the carrying amount and therefore, goodwill is not considered to be
impaired.
Sensitivity
As disclosed in note 3, the directors have made judgements and estimates in respect of impairment testing of goodwill.
Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The recoverable
amount of the CGU would equal its carrying amount if the key assumptions were to change as follows:
Coastal Energy
DecoGlaze
Lusty TIP Trailers
Icon Metal
East Coast Traffic Controllers
Kitome
2020
Revenue
growth rate
decrease by
%
2020
Discount rate
increase by
%
2019
Revenue
growth rate
decrease by
%
2019
Discount rate
increase by
%
14.01%
3.87%
14.65%
18.57%
20.75%
4.80%
10.85%
3.77%
15.02%
12.32%
23.72%
3.12%
6.00%
4.00%
12.00%
9.00%
11.50%
3.30%
1.70%
1.00%
2.90%
2.20%
3.00%
1.50%
This sensitivity analysis assumes all other assumptions remain constant. Management has performed sensitivity analysis on
revenue as it best aligns with growth of the businesses.
51
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 17. Non-current assets - intangibles (continued)
Management believes that other reasonable changes in the key assumptions on which the recoverable amount of goodwill
is based would not cause the CGU's carrying amount to exceed its recoverable amount.
Note 18. Current liabilities - trade and other payables
Trade payables
Accrued expenses
BAS payable
Other payables
Refer to note 28 for further information on financial instruments.
Note 19. Current liabilities - contract liabilities
Contract liabilities
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
Payments received in advance
Additions through business combinations (note 35)
Transfer to revenue - from additions through business combinations
Transfer to revenue - from advance payments received during the period
Closing balance
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
6,138
6,848
966
1,807
6,988
2,964
484
1,316
15,759
11,752
Consolidated
30 Jun 2020 30 Jun 2019
Restated
(note 4)
$'000
$'000
3,117
1,489
1,489
15,415
14
(5)
(13,796)
-
6,709
1,993
(1,705)
(5,508)
3,117
1,489
52
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 19. Current liabilities - contract liabilities (continued)
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 $3,117,000 as at 30 June 2020 ($1,489,000 as at 30 June 2019) and is expected to be recognised as
revenue in future periods as follows:
Consolidated
30 Jun 2020 30 Jun 2019
Restated
(note 4)
$'000
$'000
2,911
206
1,111
378
3,117
1,489
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
-
379
-
-
379
840
719
478
1,363
3,400
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
680
1,296
1,248
-
1,976
1,248
Within 6 months
6 to 12 months
Note 20. Current liabilities - borrowings
Bank overdraft
Bank loans
Invoice discounting
Payable to other parties
Refer to note 28 for further information on financial instruments.
Invoice discounting is secured by the trade receivables.
Note 21. Current liabilities - lease liabilities
Lease liability
Lease liability (under AASB 16)
Refer to note 28 for further information on financial instruments.
53
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 22. Current liabilities - employee benefits
Annual leave
Long service leave
Note 23. Non-current liabilities - borrowings
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
Bank overdraft
Bank loans
Invoice discounting
Used at the reporting date
Bank overdraft
Bank loans
Invoice discounting
Unused at the reporting date
Bank overdraft
Bank loans
Invoice discounting
Note 24. Non-current liabilities - lease liabilities
Lease liability
Lease liability (under AASB 16)
Refer to note 28 for further information on financial instruments.
54
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
1,428
362
1,345
590
1,790
1,935
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
4,400
700
800
5,900
-
379
-
379
2,700
2,000
800
5,500
840
719
478
2,037
4,400
321
800
5,521
1,860
1,281
322
3,463
Consolidated
30 Jun 2020 30 Jun 2019
$'000
$'000
461
2,735
3,196
598
-
598
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 25. Non-current liabilities - employee benefits
Long service leave
Note 26. Equity - issued capital
Consolidated
30 Jun 2020 30 Jun 2019
$'000
$'000
293
304
Consolidated
30 Jun 2020
Shares
30 Jun 2019
Shares
30 Jun 2020
$'000
30 Jun 2019
Restated
(note 4)
$'000
Ordinary shares - fully paid
111,230,952 111,046,693
75,386
75,231
Movements in ordinary share capital
Details
Date
Shares
Share price
$'000
Balance
Issue of shares - founding shares
Issue of shares - acquisition of associates
Issue of shares - acquisition of subsidiaries
Reverse acquisition adjustment - elimination of TIP
issued capital immediately prior to the acquisition
(note 4)
Increase in the valuation of shares at the acquisition
of subsidiaries (Note 4)
Issue of shares - wholesale
Issue of shares - IPO
26 September 2018
26 September 2018
28 February 2019
28 February 2019
-
1,000,000
20,494,549
81,766,977
$0.00
$0.80
$0.80
-
-
16,396
63,180
-
$0.80
(13,573)
24 May 2019
24 May 2019
-
3,815,417
3,969,750
Balance
Issue of shares to directors
30 June 2019
27 November 2019
111,046,693
184,259
Balance
30 June 2020
111,230,952
$0.80
$0.80
$1.00
$0.84
2,207
3,052
3,969
75,231
155
75,386
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders
should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those
shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost
of capital.
55
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 26. Equity - issued capital (continued)
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current Company's share price at the time of the investment. The Group is actively looking for accretive
acquisitions to grow in alignment with the Groups investment mandate.
The Group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk
management decisions. There have been no events of default on the financing arrangements during the financial year.
Note 27. Equity - dividends
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Franking credits
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
Franking credits available for subsequent financial years based on a tax rate of 30%
1,454
1,013
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
●
●
●
franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
Note 28. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity
risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different
types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and ageing analysis
for credit risk.
Risk management is carried out by senior finance executives ('finance') in conjunction with the Risk and Compliance
committee ('RCC'). Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance
reports to the Board on a monthly basis.
Market risk
Foreign currency risk
The Group is not exposed to any significant foreign currency risk.
Price risk
The Group is not exposed to any significant price risk.
56
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 28. Financial instruments (continued)
Interest rate risk
The Group's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group
to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk.
As at the reporting date, the Group had the following variable rate borrowings outstanding:
Consolidated
Bank overdraft and bank loans
Net exposure to cash flow interest rate risk
30 Jun 2020
30 Jun 2019
Restated (note 4)
Weighted
average
interest rate
%
5.95%
Weighted
average
interest rate
%
Balance
$'000
Balance
$'000
379
379
8.28%
2,037
2,037
An analysis by remaining contractual maturities in shown in 'liquidity risk' below.
For the Group, the bank overdraft and loans outstanding, totalling $379,000 (2019: $2,037,000), are principal and interest
payment loans. An official increase/decrease in interest rates of 100 (2019: 100) basis points would have an
adverse/favourable effect on profit before tax of $3,790 (2019: $20,370) per annum. The percentage change is based on the
expected volatility of interest rates using market data and analysts' forecasts.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting
appropriate credit limits. The maximum exposure to credit risk at the reporting date to recognised financial assets is the
carrying amount, net of any expected credit losses of those assets, as disclosed in the statement of financial position and
notes to the financial statements. The Group does not hold any collateral.
The Group 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 Group based on recent sales experience, historical collection rates and forward-looking
information that is available.
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 one year.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents)
and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
57
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 28. Financial instruments (continued)
Financing arrangements
Unused borrowing facilities at the reporting date:
Bank overdraft
Bank loans
Invoice discounting
Consolidated
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
4,400
321
800
5,521
1,860
1,281
322
3,463
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the
continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated - 30 Jun 2020
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Interest-bearing - variable
Bank loans
Invoice discounting
Lease liability
Lease liability (AASB 16)
Total non-derivatives
Consolidated - 30 Jun 2019
Restated (note 4)
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Interest-bearing - variable
Bank overdraft
Bank loans
Invoice discounting
Lease liability
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$'000
Between 1
and 2 years
$'000
Between 2
and 5 years
$'000
Over 5 years
$'000
Remaining
contractual
maturities
$'000
-
-
5.45%
7.20%
5.00%
5.00%
6,138
1,807
379
-
680
1,296
10,300
-
-
-
-
354
1,305
1,659
-
-
-
-
107
1,271
1,378
-
-
6,138
1,807
-
-
-
159
159
379
-
1,141
4,031
13,496
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
%
$'000
$'000
$'000
$'000
$'000
-
-
8.61%
7.49%
7.72%
6.51%
6,988
1,316
840
719
478
1,248
11,589
58
-
-
-
-
-
564
564
-
-
-
-
-
34
34
-
-
-
-
-
-
-
6,988
1,316
840
719
478
1,846
12,187
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 28. Financial instruments (continued)
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Note 29. Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair
values due to their short-term nature.
Note 30. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by KPMG, the auditor of the Company:
Audit services - KPMG (30 Jun 2019 Restated (note 4): HLB Mann Judd)
Audit or review of the financial statements
Other services - KPMG (30 Jun 2019: HLB Mann Judd)
Other assurance services
Other audit services
Non-Audit Services – Software license charges
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
$
30 Jun 2020
$
153,675
182,500
-
-
58,759
48,000
223,914
-
58,759
271,914
212,434
454,414
Note 31. Contingent liabilities
The Group has given bank guarantees of $498,000 (2019: $65,000) as at 30 June 2020.
Contingent liability for unsettled claims against the Group is $nil (2019: $130,000) as at 30 June 2020.
59
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 32. Commitments
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
More than five years
Lease commitments - finance
Committed at the reporting date and recognised as liabilities, payable:
Within one year
One to five years
More than five years
Total commitment
Less: Future finance charges
Consolidated
30 Jun 2020 30 Jun 2019
$'000
$'000
31
-
-
31
727
488
-
1,215
(74)
1,562
2,562
27
4,151
1,254
564
37
1,855
(9)
Net commitment recognised as liabilities
1,141
1,846
Operating lease commitments includes contracted amounts for various retail outlets, warehouses, offices and plant and
equipment under non-cancellable operating leases expiring within one to six years with, in some cases, options to extend.
The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
Finance lease commitments includes contracted amounts for various plant and equipment with a written down value of
$1,199,000 as of 30 June 2019 under finance leases expiring within one to six years. Under the terms of the leases, the
Group has the option to acquire the leased assets for predetermined residual values on the expiry of the leases.
With the application of AASB 16, these are now recognised as right-of-use assets with corresponding current and non-current
lease liabilities (see note 16, note 21 and note 24).
Note 33. Related party transactions
Parent entity
Teaminvest Private Group Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 36.
Associates
Interests in associates are set out in note 14.
Key management personnel
Disclosures relating to key management personnel are set out in note 34 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.
60
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 33. Related party transactions (continued)
Receivable from and payable to related parties
Current receivables:
Receivables from other related party
Current payables:
Payables to other related party
Consolidated
30 Jun 2020 30 Jun 2019
$
$
13,218
1,001
-
1,363,712
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Note 34. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out
below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Long-term incentives - unsettled*
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
$
30 Jun 2020
$
665,369
71,974
3,333
143,758
1,100,000
289,626
18,016
-
73,000
-
1,984,435
380,642
* The long-term incentive amounts have been met and the board has resolved at 31/8/2020 that the first two tranches have
vested.
Note 35. Business combinations
30 June 2020
On 13 May 2020, the Company acquired 100% of the ordinary shares of Valuestream Investment Management Limited
('Valuestream') for the total consideration transferred of $60,000. Valuestream holds an Australian Financial Service Licence
to provide trustee and responsible entity services for both wholesale and retail fund managers and operates in the Services
division of the Group. Consideration paid reflected the difficulties that the owner of Valuestream was experiencing prior to
the acquisition and fair value of net assets were valued at $654,000 resulting in a gain on bargain purchase of $594,000.
The acquired business contributed revenues of $607,000 to the Group for the period from 13 May 2020 to 30 June 2020.
The values identified in relation to the acquisition are final as at 30 June 2020.
61
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 35. Business combinations (continued)
Details of the acquisition are as follows:
Trade receivables
Contract assets
Intangible assets
Other payables
Contract liabilities
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid or payable to vendor
Gain on bargain purchase (note 7)
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: gain on bargain purchase
Net cash used
Fair value
$'000
220
3
465
(20)
(14)
654
-
654
60
594
654
654
(594)
60
62
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 35. Business combinations (continued)
30 June 2019
The provisional business combinations as of 30 June 2019 have now been finalised and details are below.
Acquisition of six portfolio entities
On 28 February 2019, the Company acquired 100% of the ordinary shares (directly or indirectly) of six portfolio entities below.
The fair values identified in relation to the acquisition of these entities as at 30 June 2019 were provisional and have now
been finalised. Effect of the adjustments are summarised below:
Entity
Details
Coastal Energy Pty Ltd
('Coastal Energy')
The fair value of assets as at the date of acquisition decreased by $108,000 and the
liabilities increased by $15,000, resulting in an increase in goodwill of $86,000, net of the
deferred tax asset of $39,000. An additional customer relationships of $44,000 is also
recognised with the corresponding deferred tax liability of $13,000.
DecoGlaze Holdings Pty Ltd
and controlled entities
('DecoGlaze')
The fair value of assets as at the date of acquisition increased by $119,000 and the
liabilities increased by $429,000, resulting in an increase in goodwill of $217,000, net of the
deferred tax asset of $93,000. An additional customer relationships of $613,000 is also
recognised with the corresponding deferred tax liability of $184,000.
East Coast Traffic Controllers
Pty Ltd ('ECT')
The fair value of assets as at the date of acquisition increased by $38,000 and the liabilities
increased by $111,000, resulting in an increase in goodwill of $51,000, net of the deferred
tax asset of $22,000.
Icon Metal Pty Ltd ('Icon
Metal')
The fair value of assets as at the date of acquisition decreased by $765,000 and the
liabilities decreased by $342,000, resulting in an increase in goodwill of $296,000, net of the
deferred tax asset of $127,000. An additional customer relationships of $1,068,000 is also
recognised with a corresponding deferred tax liability of $320,000.
Kitome Pty Ltd ('Kitome')
The fair value of assets as at the date of acquisition decreased by $55,000 and the liabilities
increased by $108,000, resulting in an increase in goodwill of $114,000, net of the deferred
tax asset of $ $49,000.
Lusty TIP Trailers Pty Ltd
('Lusty TIP')
The fair value of assets as at the date of acquisition decreased by $425,000 and the
liabilities increased by $686,000, resulting in an increase in goodwill of $778,000, net of the
deferred tax asset of $333,000. An additional customer relationships of $1,232,000 is also
recognised with a corresponding deferred tax liability of $370,000.
63
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 35. Business combinations (continued)
Details of the acquisitions are as follows:
Coastal
Energy Fair
value
DecoGlaze
Fair value
ECT Fair
value
Icon Metal
Fair value
Kitome Fair
value
Lusty TIP
Fair value
Total Final
Fair value
Adjustment
s from
provisional
value
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Cash and cash
equivalents
Trade receivables
Other receivables
Contract assets
Raw materials
Work in progress
Finished goods
Prepayments and
other assets
Land and
buildings
Leasehold
improvements
Plant and
equipment
Motor vehicles
Patents and
trademarks
Software
Customer
relationships
Deferred tax
asset
Trade payables
Other payables
Contract liabilities
Provision for
income tax
Employee
benefits
Warranty
provision and
other provisions
Bank overdraft
Finance facility
Lease liability
Other liabilities
Net
assets/(liabilities)
acquired
575
2,168
-
35
-
270
253
-
-
-
229
711
-
-
863
300
2
-
74
23
27
2
-
-
463
34
-
94
44
613
(6)
(1,339)
(175)
(273)
-
(23)
(127)
(101)
(23)
(218)
55
1,407
-
-
-
-
-
22
-
-
705
112
-
-
-
259
(272)
(343)
-
-
860
-
5,356
30
-
-
21
-
52
185
124
-
-
1,399
346
1
50
-
-
20
61
54
80
78
10
2
78
2,769
276
89
-
-
5,150
1,570
97
-
32
380
217
68
-
5,661
5,357
92
5,441
104
5,443
1,870
203
54
164
2,040
1,208
70
172
-
(235)
-
-
-
(210)
(267)
-
(90)
-
(223)
52
-
-
1,068
-
1,232
2,957
2,957
(378)
(461)
(581)
-
110
(952)
(1,447)
(573)
(30)
(3,641)
(1,738)
(1,124)
(68)
(6,792)
(4,385)
(1,993)
(421)
(103)
(263)
-
223
284
(108)
(739)
(558)
(21)
(177)
(236)
(50)
(471)
(418)
(764)
(2,116)
(573)
-
-
-
(607)
-
(236)
-
-
-
-
-
-
(215)
(532)
(83)
-
(310)
-
(233)
(3,454)
-
-
-
-
(74)
(252)
-
-
(508)
(100)
(488)
(310)
(215)
(1,880)
(3,711)
(468)
-
-
(94)
(174)
1,708
1,531
1,288
2,092
(1,283)
2,984
8,320
(133)
Goodwill
4,260
6,306
2,826
8,595
10,170
10,462
42,619
2,292
Acquisition-date
fair value of the
total consideration
transferred
5,968
7,837
4,114
10,687
8,887
13,446
50,939
2,159
64
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 35. Business combinations (continued)
Coastal
Energy
$'000
DecoGlaze
$'000
ECT
$'000
Icon Metal
$'000
Kitome
$'000
Lusty TIP
$'000
Adjustment
s from
provisional
value
$'000
Total Final
$'000
5,968
7,837
4,114
10,687
8,887
13,446
50,939
2,159
-
-
-
310
-
-
310
(575)
(863)
(55)
-
(1,399)
(2,769)
(5,661)
(575)
(863)
(55)
310
(1,399)
(2,769)
(5,351)
-
-
-
Representing:
Teaminvest
Private Group
Limited shares
issued to vendors
Cash used to
acquire business,
net of cash
acquired:
Add: bank
overdraft
Less: cash and
cash equivalents
Net cash
used/(received)
65
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 36. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Name
Principal place of business /
Country of incorporation
30 Jun 2020
%
30 Jun 2019
Restated
(note 4)
%
Ownership interest
Teaminvest Private Pty Ltd
Australia
Australia
Coastal Energy Pty Ltd
DecoGlaze Holdings Pty Ltd and its controlled entities: Australia
Australia
-DecoGlaze Franchising Pty Ltd
Australia
-DecoGlaze Intellectual Property Pty Ltd
Australia
-DecoGlaze Pty Limited
Australia
-DecoGlaze Surface Cleaner Pty Ltd
Australia
-DecoGlaze Surface Cleaner Unit Trust
Australia
East Coast Traffic Controllers Pty Ltd
Australia
Icon Metal Pty Ltd
Australia
Kitome Pty Ltd
Australia
Lusty TIP Trailers Pty Ltd
Australia
TIP CC Newco Pty Ltd
Australia
TIP CE Newco Pty Ltd
Australia
TIP DG Newco Pty Ltd
Australia
TIP DG 2 Newco Pty Ltd
Australia
TIP ECT Newco Pty Ltd
Australia
TIP GLT Newco Pty Ltd
Australia
TIP Icon Newco Pty Ltd
Australia
TIP KTM Newco Pty Ltd
Australia
TIP MMT Newco Pty Ltd
Australia
Boutique Portraits Pty Ltd
Australia
The Step Ahead Builder’s Assistant Pty Ltd
Australia
Valuestream Investment Management Limited
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
66
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 37. Reconciliation of profit/(loss) after income tax to net cash from/(used in) operating activities
Profit/(loss) after income tax (expense)/benefit for the year
8,306
(1,826)
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
Adjustments for:
Depreciation and amortisation
Net loss on disposal of property, plant and equipment
Share of profit - associates
Share-based payments
Dividends received - associates
Non-cash reverse acquisition items
Gain on bargain purchase
Change in operating assets and liabilities:
Increase in trade and other receivables
Increase in contract assets
Decrease in inventories
Decrease/(increase) in deferred tax assets
Decrease/(increase) in prepayments
Increase in other operating assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in contract liabilities
Increase/(decrease) in provision for income tax
Increase in deferred tax liabilities
Increase/(decrease) in employee benefits
Decrease in other provisions
2,514
-
(1,858)
155
233
-
(594)
(641
)
(3,334)
408
995
(107)
(41)
4,007
1,628
(1,070)
6
(156)
(414)
323
16
(270)
-
167
202
-
(2,036)
(258)
397
(1,063)
138
(15)
(1,921)
(132)
514
-
123
-
Net cash from/(used in) operating activities
10,037
(5,641)
Note 38. Changes in liabilities arising from financing activities
Consolidated
Balance at 26 September 2018
Net cash from/(used in) financing activities
Changes through business combinations (note 35)
Balance at 30 June 2019
Net cash used in financing activities
Acquisition of leases
Bank loan
$'000
Lease
liabilities
$'000
Invoice
discounting
$'000
Total
$'000
-
719
-
719
(340)
-
-
(34)
1,880
1,846
(1,663)
4,989
-
263
215
478
(478)
-
-
948
2,095
3,043
(2,481)
4,989
Balance at 30 June 2020
379
5,172
-
5,551
67
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 39. Earnings per share
Consolidated
Period from
26 Sep 2018
to 30 Jun
2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
Profit/(loss) after income tax attributable to the owners of Teaminvest Private Group Limited
8,306
(1,826)
Weighted average number of ordinary shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
111,230,952 47,309,367
Unissued ordinary shares to directors in lieu of directors fees
Unissued ordinary shares to directors in lieu of unsettled long term incentives
107,457
2,081,018
78,224
Weighted average number of ordinary shares used in calculating diluted earnings per share 113,419,427 47,387,591
Number
Number
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
Note 40. Share-based payments
Cents
Cents
7.47
7.32
(3.86)
(3.85)
Details of shares issued to directors and other key management personnel as part of compensation during the year ended
30 June 2020 and 30 June 2019 are set out below:
30 June 2020
Shares issued to directors*
30 June 2019
Shares issued to KMP
Issue date
27/11/2019
26/02/2019
Number of
Total value
shares
Issue price
$
184,259
$0.84
154,999
91,250
$0.80
73,000
*
The shares were issued in lieu of 50% of the directors' fees accrued but not paid to non-executive directors during the
30 June 2019 financial year. The number of shares issued are valued using the volume-weighted average price
('VWAP').
68
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 41. Parent entity information
Set out below is the supplementary information about the parent entity (Group Costs).
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Accumulated losses
Total equity
Parent
Period from
26 Sep 2018
to 30 Jun
2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
(2,475)
(1,677)
(2,475)
(1,677)
Parent
30 Jun 2019
Restated
(note 4)
$'000
30 Jun 2020
$'000
3,288
4,567
74,891
73,850
3,529
3,657
296
296
75,386
(4,152)
75,231
(1,677)
71,234
73,554
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 2019.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2020 and 30 June 2019.
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 2019.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the
following:
●
Investments in subsidiaries are accounted for at cost, or fair value should a bargain purchase be acquired in the parent
entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
●
●
69
Teaminvest Private Group Limited
Notes to the financial statements
30 June 2020
Note 42. Events after the reporting period
The impact of the COVID-19 pandemic is ongoing and whilst individual subsidiaries have been impacted differently, the net
effect on the Group's results remain within a reasonable bound up to 30 June 2020, it is not practicable to estimate the
potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on
measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements,
quarantine, travel restrictions and any economic stimulus that may be provided.
On 14 July 2020, the Group announced agreement subject to shareholder approval, to acquire 100% of the shares in
Automation Group Investments Pty Ltd for the initial purchase price of $2,660,000 and a deferred consideration based on a
percentage of revenue generated under a key contract for financial years 2020 and 2021 payable after completion of the
2021 financial year audit. The Group is in the process of performing the fair value assessment of the assets and liabilities
acquired.
No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
70
Teaminvest Private Group Limited
Directors' declaration
30 June 2020
In the directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2020 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Andrew Coleman
Managing Director and Chief Executive Officer
31 August 2020
Sydney
71
To the shareholders of Teaminvest Private Group Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Teaminvest Private Group Limited (the
Company).
In our opinion, the accompanying Financial
Report of the Company is in accordance with the
Corporations Act 2001, including:
giving a true and fair view of the Groups
financial position as at 30 June 2020 and of
its financial performance for the year ended
on that date; and
complying with Australian Accounting
Standards and the Corporations Regulations
2001.
Basis for opinion
The Financial Report comprises:
Statement of financial position as at 30 June 2020
Statement of profit or loss and other comprehensive
income, Statement of changes in equity, and
Statement of cash flows for the year then ended
Notes including a summary of significant accounting
policies
Directors' Declaration.
The Group consists of the Company and the entities
it controlled at the year-end or from time to time
during the financial year.
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditors responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Boards APES 110 Code of Ethics for
Professional Accountants (including the Independence Standards) (the Code) that are relevant to our audit
of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
the Code.
72 Key Audit Matters
The Key Audit Matters we identified
are:
Revenue recognition
Carrying value of goodwill
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.
Revenue recognition
Refer to note 6 of the Financial Report ($89m AUD)
The key audit matter
How the matter was addressed in our audit
Recognition of revenue is a key audit matter
due to the:
Significance of revenue to the financial
statements; and
Large number of contracts, across a large
number of businesses, operating in
different industries, for a wide range of
customers which may also have potentially
numerous performance measurement
events occurring over the course of the
contracts life. This results in judgmental
revenue recognition from rendering of
services contracts and therefore significant
audit effort is required to gather sufficient
audit evidence.
Our procedures included:
We obtained an understanding of the Groups
process of recognising revenue for rendering of
services and sale of goods;
We evaluated the appropriateness of the Groups
revenue recognition policies against the
requirements of AASB 15 Revenue from
contracts with customers;
We selected a sample of contracts for testing,
across businesses, industries and customer
types, focusing on key revenue streams where
revenue is recognised over time. For each
contract selected, we read the contract terms
and conditions to evaluate the individual
characteristics of each contract for consistency
with the Groups method of measuring
performance to date;
We tested statistical samples of transactions
recognising revenue, by rendering of services, to
either progress claims certificates or
managements assessment of progress against
project plans. We obtained signed contracts and
checked the performance milestones met to
date against the value of service revenue
recognised.
We tested statistical samples of transactions
recognising revenue by sale of goods to delivery
dockets and sales invoices;
73 We selected a sample of transactions
recognising revenue, by rendering of services,
from immediately before and immediately after
year end. We compared the year in which the
revenue recognised by the Group to terms of the
underlying contract and project plan;
We selected a sample of transactions
recognising revenue, by sale of goods, from
immediately before and immediately after year
end. We compared the year in which the
revenue recognised by the Group to terms of the
contract and the date of delivery.
Carrying value of goodwill
Refer to note 17 of the Financial Report ($42.69m)
The key audit matter
How the matter was addressed in our audit
A key audit matter for us was the Groups
annual testing of goodwill for impairment, given
the size of the balance (being 40% of total
assets). We focused on the significant forward-
looking assumptions the Group applied in its
value in use models, including:
forecast cash flows and the growth rates
(including terminal growth rates) applied to
those forecasts in light of market conditions
in the current year and impacts of COVID-
19. These conditions increase the possibility
of goodwill being impaired, plus the risk of
inaccurate forecasts or a wider range of
outcomes for us to consider. We focused
on what the Group considers as its future
business model when assessing the
feasibility of the Groups forecast
cashflows.
discount rates, as they are complex in
nature and vary according to the conditions
and environment in which the Cash
Generating Unit (CGUs) operate. The Group
operates in various industries and is
therefore subject to different discount rates
for each CGU. This drives additional audit
effort in challenging the assumptions used
by the Group in determining the discount
Working with our valuation specialists, our
procedures included:
We considered the appropriateness of the value-
in-use method applied by the Group to perform
its annual impairment testing of goodwill against
the requirements of the relevant accounting
standards.
We assessed the integrity of the value in use
models used, including the accuracy of the
underlying calculation formulas.
We inquired with management to understand the
impact of COVID-19 to the Group, the impact to
the FY20 results, and implications for
forecasting.
We compared the forecast cash flows and capital
expenditure contained in the value in use models
to Board approved 2021 forecasts. For
subsequent years, we have compared growth
rates applied to historical results and
managements plans for the business.
We challenged the Groups forecast cash flow
and growth assumptions in light of market
conditions. We assessed key assumptions such
as what the group considers as its future
business model. We used our knowledge of the
Group, business and customers, and our industry
74 rate for each CGU. We involve our
valuations specialist with the assessment.
experience. We sourced authoritative and
credible inputs from our specialists.
We assessed the Groups underlying
methodology and documentation for the
allocation of corporate costs to the forecast cash
flows in the value in use model, for consistency
with our understanding of the business and the
criteria in the accounting standards.
We assessed the Groups determination of its
CGUs based on our understanding of the
operations of the Groups business, how
independent cash inflows were generated,
against the requirements of the relevant
accounting standards.
We considered the sensitivity of the models by
varying key assumptions, such as the Groups
forecast growth rates, terminal growth rates and
discount rates, within a reasonably possible
range. We considered the interdependencies of
key assumptions when performing the sensitivity
analysis and what the Group consider to be
reasonably possible. We did this to identify those
CGUs at higher risk of impairment and to focus
our further procedures.
We assessed the Groups reconciliation of
differences between the year-end market
capitalisation and the carrying amount of the net
assets by comparing the implicit earnings from
the models to market multiples of comparable
entities and control premiums.
We assessed the disclosures in the financial
report using our understanding of the issue
obtained from our testing and against the
requirements of the accounting standards.
the models sensitivity to assumptions
adopted by the Group, including forecast
growth rates and terminal growth rates
applied to each identified CGU. Such
assumptions have a significant impact on
the recoverable amount of the assets within
the identified CGUs. This drives additional
audit effort specific to their feasibility and
consistency of application to the Groups
strategy.
In addition to the above:
the carrying amount of the net assets of the
Group exceeded the Groups market
capitalisation at year end, increasing the
possibility of goodwill being impaired. This
further increased our audit effort in this key
audit area.
The Group has a large number of operating
businesses during the year necessitating
our consideration of the Groups
determination of CGUs, based on the
smallest group of assets to generate largely
independent cash inflows.
The Group uses complex models to
perform its annual impairment testing of
goodwill. The models are largely manually
developed, and a range of internal and
external sources as inputs to the
assumptions. Complex modelling,
particularly those containing highly
judgemental forward-looking assumptions
and allocations of corporate costs to CGUs
tend to be prone to greater risk of potential
bias, error and inconsistent application.
Such conditions necessitate additional
scrutiny by us, in particular to address the
objectivity of sources used to derive
assumptions, and their consistent
application.
75 Emphasis of matter - restatement of comparative balances
Without modifying our opinion expressed above, we draw attention to Note 4 to the Financial Report,
which states that amounts reported in the previously issued 30 June 2019 Financial Report have been
restated and disclosed as comparatives in this financial report.
The Financial Report of Teaminvest Private Group Limited for the period ended 30 June 2019 was audited
by another auditor who issued an unmodified opinion in their audit report dated 27 September 2019.
Other Information
Other Information is financial and non-financial information in Teaminvest Private Group Limiteds annual
reporting which is provided in addition to the Financial Report and the Auditors Report. The Directors are
responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we 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.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date of
this Auditors Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001
implementing necessary internal control to enable the preparation of a Financial Report that gives a
true and fair view and is free from material misstatement, whether due to fraud or error
assessing the Group and Company's ability to continue as a going concern and whether the use of the
going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless they either intend to
liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
Auditors responsibilities for the audit of the Financial Report
Our objective is:
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 Auditors Report that includes our opinion.
76 Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
Auditors Report.
Report on the Remuneration Report
Opinion
Directors responsibilities
In our opinion, the Remuneration
Report of Teaminvest Private Group
Limited for the year ended 30 June
2020, complies with Section 300A of
the Corporations Act 2001.
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 responsibilities
We have audited the Remuneration Report included in pages 7
to 15 of the Directors report for the year ended 30 June 2020.
Our responsibility is to express an opinion on the Remuneration
Report, based on our audit conducted in accordance with
Australian Auditing Standards.
Emphasis of matter Restatement of Comparatives
We draw attention to the section titled Restatement of
comparatives in the Remuneration Report, which describes the
effect of the restatement of share based payments and leave
accruals disclosed as comparatives. Our opinion is not modified
in respect of this matter.
Remuneration Report of Teaminvest Private Group Limited for
the period ended 30 June 2019 was audited by another auditor
who issued an unmodified opinion in their audit report dated 27
September 2019.
KPMG
Tony Nimac
Partner
Sydney
31 August 2020
77 Teaminvest Private Group Limited
Shareholder information
30 June 2020
The shareholder information set out below was applicable as at 24 August 2020.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Number
of holders
of ordinary
shares
37
107
62
239
132
Number
of ordinary
shares
23,511
320,818
551,638
10,493,371
99,841,614
Percentage
0.02%
0.29%
0.50%
9.43%
89.76%
577
111,230,952
100%
Holding less than a marketable parcel
22
8,808
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
Number held
% of total
shares
issued
12,600,000
6,723,198
5,532,744
4,363,049
3,767,613
2,777,500
2,712,500
2,671,709
2,349,116
2,176,659
1,633,395
1,521,857
1,491,923
1,425,435
1,421,541
1,392,363
1,380,628
1,319,455
1,318,546
1,305,433
59,884,664
11.33
6.04
4.97
3.92
3.39
2.50
2.44
2.40
2.11
1.96
1.47
1.37
1.34
1.28
1.28
1.25
1.24
1.19
1.19
1.17
53.84
TEAMINVEST PTY LTD
PLUTO MINING PTY LTD
ONE FUNDS MANAGEMENT LIMITED (TDGF A/C)
CROOKS PTY LTD
KITOME PASTORAL PTY LIMITED
MR ANDREW COLEMAN
MR ANDREW COLEMAN
PRIBULA FAMILY PTY LTD
DECOGLAZE AUSTRALIA PTY LTD
ELECTRONIC MARKETING PTY LTD
LE GRAND PTY LTD
BNP PARIBAS NOMINEES PTY LTD (B AU NOMS RETAILCLIENT DRP)
MALONGA PTY LTD
JOSAMBA PTY LTD (WR&P GIBSON SUPER FUND A/C)
MR MALCOLM MURRAY JONES + MRS LYNNETTE ANNE JONES (RELM A/C)
MR MALCOLM OLIVER THOMPSON + MS ELIZABETH THOMPSON
ROBERT BREIT
BAXTERO PTY LIMITED (CARMICHAEL SUPERFUND A/C)
PENMARK SUPER PTY LTD (PENMARK SUPER FUND A/C)
WILLBERG INVESTMENTS PTY LTD (THE WILLIAMS FAMILY A/C)
Equity securities
Ordinary securities (quoted): 111,230,952
Performance rights (unquoted): 4 tranches of $550,000
78
Teaminvest Private Group Limited
Shareholder information
30 June 2020
Substantial holders
Substantial holders in the Company are set out below:
Teaminvest Pty Ltd
Phillip Patrick Hart
Teaminvest Diversified Growth Fund
Graham Lusty
Teaminvest Private Group Limited
Howard Harry Coleman
Andrew Joseph Coleman
Securities subject to escrow
Type of escrow
Escrow period
Voluntary escrow – ordinary shares
From the period commencing on the date of
official quotation (24 May 2019) and ending
24 months after the date of quotation.
Voting rights
The voting rights attached to equity securities are set out below:
Ordinary shares
Number held
% of total
shares
issued
12,600,000
6,195,843
5,595,244
6,733,198
24,076,433
16,029,668
10,982,744
11.35
5.58
5.03
6.06
21.65
14.44
9.89
Number of shares
24,076,433
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Performance rights
Performance rights do not have voting rights.
79