Wide Open Agriculture
Consolidated Financial Report
For The Year Ended 30 June 2019
WIDE OPEN AGRICULTURE LIMITED
ABN 86 604 913 822
CONSOLIDATED FINANCIAL REPORT
FOR THE YEAR ENDED 30 JUNE 2019
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONTENTS
Corporate Directory
Director's Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Director's Declaration
Independent Auditor’s Declaration
Independent Auditor’s Report
Additional ASX Information
1
2
18
19
20
21
22
54
55
56
60
CORPORATE DIRECTORY
DIRECTORS
Mr Anthony Maslin (Non-Executive Chairman)
Dr Ben Cole (Managing Director)
Mr Stuart McAlpine (Non-Executive Director)
Mr Hans Schut (Non-Executive Director)
SOLICITORS
Fairweather Corporate Lawyers
595 Stirling Highway
Cottesloe, Western Australia, 6011
JOINT COMPANY SECRETARIES
Mr Sam Wright
Ms Lydia Fee
BUSINESS OFFICE
5 Brooking Street
Williams, Western Australia, 6391
Email: info@wideopenagriculture.com.au
REGISTERED OFFICE
Suite 39, 1 Freshwater Parade
Claremont, Western Australia, 6010
Telephone: +61 8 6161 7412
WEBSITE
www.wideopenagriculture.com.au
AUDITORS
Stantons International Audit and Consulting Pty Ltd
Level 2, 1 Walker Avenue
West Perth, Western Australia, 6005
SHARE REGISTRY
Link Market Services Limited
QV1 Building
Level 12, 250 St Georges Terrace
Perth, Western Australia, 6000
Telephone: +61 1300 554 474
STOCK EXCHANGE
Australian Securities Exchange
Central Park
152-158 St Georges Terrace
Perth Western Australia 6000
ASX CODE: WOA
1
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
Your directors present this report on Wide Open Agriculture Limited (the “Company” or “WOA”) and its
subsidiaries (“Consolidated Entity” or “Group”) for the year ended 30 June 2019.
DIRECTORS
The name of the directors in office at any time during, or since the end of the year are:
Ben Cole – Managing Director (appointed on 23 March 2015)
B.Env.Sc (Hons) PhD
With a PhD in environmental engineering, Ben is a proven entrepreneur with proven strategic and operational
experience. Ben has over 15 years of experience working with companies with a proven commitment to
delivering strong results that deliver a positive environmental and social impact. Between 2008 to 2013 he
founded, managed and sold a profitable, manufacturing company in Vietnam. Ben has extensive international
experience as a manager of market-based, public health projects totalling up to $30 million. Ben is a a non-
executive director of the not for profit Regional Regeneration Alliance. In the last three years, Ben was not a
director of any other publicly listed company.
Anthony Maslin – Non-Executive Chairman (appointed on 23 March 2015)
BBus (Fin and Ent)
Anthony started as a stockbroker 26 years ago managing capital raisings and providing ethical investment
advice. In 1998 he founded Solar Energy Systems Ltd (now Solco Ltd), which became the first solar energy
company to list on the ASX. Since then he has consulted to and managed various listed companies, including
five years as Managing Director of Buxton Resources Ltd. Anthony served as a Non-Executive Director of
Pancontinental Oil & Gas NL (ASX:PCL) and resigned 15 January 2016. Anthony is currently a Non-Executive
Director of Buxton Resources Ltd (ASX:BUX). Anthony also co-founded community art hub the Artspace
Collective and the Mo, Evie and Otis Maslin Foundation, which focuses on early intervention for dyslexia. In
the last three years, Anthony was not a director of any other publicly listed company.
Stuart McAlpine – Non-Executive Director (appointed 30 March 2016)
Stuart is a Wheatbelt farmer with over 35 years’ experience in agriculture who is committed to the
environmental and social restoration of his region. He was co-founder of the Liebe Group and inaugural
President. He instigated the Regional Repopulation Plan with the Wheatbelt’s Dalwallinu Shire and Chaired
the Regional Repopulation Advisory Committee. Stuart is also Co-founder and a non-executive director of the
not for profit Regional Regeneration Alliance. In the last three years, Stuart was not a director of any other
publicly listed company.
Hans Schut – Non-Executive Director (appointed 30 November 2018)
Hans operates a consultancy firm called BDFC. He is a Chairman of the Supervisory Board of DE-on, a
provincial renewable energy fund in the Netherlands and serves on the investment committee of a large
construction equity fund for renewables in emerging markets. Hans worked with industrial companies
(Vredestein and DRU in the Netherlands) and a Dutch energy utility (NUON) for 16 years, before embarking
on a career as a banker and investor at the European Triodos Bank for 17 years. As a former managing director
of Triodos Investment Management, the impact-investing arm of Triodos Bank, he has developed and
managed various impact investment funds with activities in Europe and emerging markets. He holds a degree
in Industrial Design Engineering from Delft Technical University in the Netherlands. In the last three years,
Hans was not a director of any other publicly listed company.
2
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
James Mackintosh – Non Executive Director (appointed 24 July 2015, resigned 30 November 2018)
James has more than 10 years experience as a corporate finance professional in New Zealand, the UK and
the Netherlands. James was formerly a Director at KPMG Deal Advisory in Amsterdam where he also co-led
KPMG’s financial modelling practice in the Netherlands. James holds a PhD in chemistry and co-owns an
Australian based wine company. James is the Managing Director of 4 Returns Projects B.V, the 100%
subsidiary of WOA shareholder Commonland Foundation and represents Commonland on the WOA Board. In
the last three years, James was not a director of any other publicly listed company.
COMPANY SECRETARY
The name of the Company Secretaries in office at any time during, or since the end of the year are:
Sam Wright (appointed on 28 September 2016)
Sam has over fifteen years experience in relation to public company responsibilities, including ASX and ASIC
compliance, control and implementation of corporate governance, statutory financial reporting, and
shareholder relations with both retail and institutional investors. He is currently the company secretary for a
number of ASX listed companies.
Lydia Fee (appointed on 28 September 2016)
Lydia has been a consultant at Straight Lines Consultancy for over eight years and is involved with a number
of ASX listed clients. She has extensive experience in financial reporting, compliance, corporate governance,
and marketing. Prior to that she worked at a boutique stockbroking firm, Mac Equity Partners. Lydia holds a
Bachelor of PR and Marketing from the University of Notre Dame, a Diploma in Business Legal Studies.
REVIEW OF OPERATIONS
The loss of the Group for the financial year after providing for income tax amounted to $2,079,197
(2018: loss of $1,296,319).
Significant changes and events affecting the Group during the financial year have been:
The Company successfully listed on the ASX on 6 July 2018. The IPO raised $5 million for the growth and
development of the three subsidiaries of the Company. On the 5 November 2018 the Company dual listed on
the Frankfurt Stock Exchange under the code “2WO”.
The Company currently has four subsidiaries and continues to develop these business streams:
a) Food for Reasons Marketing Pty Ltd – Building a globally-trusted food brand to market and distribute
regeneratively-produced fresh and shelf-stable products to local and Asian markets
b) Land for Reasons Pty Ltd – Facilitating long term relationships that own, invest and manage farmland
in alignment with 4 Returns and conducting research into the production of industrial hemp
c) Food for Reasons Protected Cropping Pty Ltd – Exploring opportunities with co-founding partners in
protected cropping operations to grow premium vegetables
d) Wide Open Hemp Pty Ltd – Exploring opportunities with partners in the research and development of
hemp production in South Western Australia
Food Brand
On 27 November 2018, the company signed an agreement with Blackwood Valley Beef (BVB), to develop a
range of co-branded, value added beef products and to investigate the feasibility of expanding regenerative
3
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
beef production at WOA’s East Kulinbah property in WA’s Wheatbelt. This agreement led to the launch of the
Direct Distribution Platform in May 2019. The Group has established distribution and marketing channels to
the food service industry in Western Australia for grass-fed, regeneratively grown beef and lamb.
The Company distributes grass-fed, regenerative Blackwood Valley Beef, Black Point Beef and Parron Dorper
lamb to over 20 restaurants and food outlets throughout Perth and South Western Australia, including The
Reveley, Vasse Felix, Cook and Mason, Bread in Common and Short Order Burger Company.
The Company is continuing to develop recipes for the release of three shelf-stable product lines including;
plant-based milks, protein bars (meat-based) and lupin-based falafel mixes/burgers.
Farmland Portfolio
The strategy for the regenerative farmland management business is for the Group to manage West Australian
farmland that will be farmed by proven farmers applying regenerative farming practices and based on the 4
returns framework.
The Group has established the East Kulinbah Project on land of 310 hectares. The company entered into a
land purchase and lease agreement in July 2016. Fodder shrubs and perennial grasses have been established
on the farmland to investigate the feasibility of these farming systems to support livestock breeding in the
northern and eastern Wheatbelt.
On 20 August 2018, the Company entered into a 10-year Farmland Management Agreement (Agreement) with
Netherlands-based investors Handover B.V. and Wheatbelt-based regenerative farmers. The farmland is a
1,787 hectare property in Western Australia’s Shire of Kojonup and the Company will be responsible for
financial reporting, monitoring and administration of the 4 Returns.
Hemp
In February 2019, the Company successfully lodged and was granted a licence to cultivate industrial hemp. A
winter trial was conducted at the pilot shade-house located in Wagin Shire. On 6 May 2019, the Company
joined a collaborative research program with HempGro (WA’s largest industrial hemp co-operative) to conduct
summer trials.
Protected Cropping Holdings
A Detailed Feasibility Study into a possible commercial shade house located in the northern Wheatbelt was
completed in May 2019.
A farm layout was developed to enable the most productive and economically viable design. The
recommended design was a ~2ha retractable roof shade house, designed to effectively enable Certified
Organic Production.
The key limitation identified was the ability to attract and retain management personnel (Head Grower,
Assistant Head Grower & Operations Manager) to the northern Wheatbelt site.
The Study found that identifying an experienced, co-founding partner (with access to key management
personnel) would be essential to a commercial shade house project.
The Board has agreed to continue discussions with local and international horticultural companies to explore
partnerships with experienced, co-founding partners.
4
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year were the ongoing development of the farmland
portfolio and food brand.
EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD
Launch of online sales and new brand ‘Dirty Clean Food’ on 22 August 2019
The Company launched the online sales portal (www.dirtycleanfood.com.au) for direct to consumer sales of
grass-fed, regenerative beef and lamb. Future product lines including a plant-based milk, protein bars and
lupin-based mixes/burgers are presented on the sales portal. The online portal also launched the new food
brand, Dirty Clean Food.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Group and the expected results of those operations in future
financial years have not been included in this report as the inclusion of such information is likely to result in
unreasonable prejudice to the Group.
ENVIRONMENTAL REGULATION
The Group's operations are not regulated by any significant environmental regulation under a law of the
Commonwealth or of a state or territory.
DIVIDENDS
No dividends were paid during the year and no recommendation is made as to the dividends.
The directors do not recommend the payment of a dividend.
5
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
DIRECTORS’ INTERESTS
As at the date of this report, the number of shares and options in the Company held by each Director of Wide
Open Agriculture Limited and other key management personnel of the Group, including their personally-related
entities, are as follows:
Specified Directors and Key
Management Personnel
Ben Cole
Anthony Maslin
Stuart McAlpine
Hans Schut
Shares
Listed Options
7,566,668
7,816,668
2,000,000
515,000
-
1,956,667
500,000
-
Unlisted
Options
750,000
1,500,000
750,000
750,000
OPTIONS
On 16 February 2018 at a General Meeting of Shareholder it was approved to issue Directors 3,750,000
unlisted options, exercisable at $0.30, expiring on 30 June 2021.
On 22 February 2018 the directors approved to issue brokers and promoters with options in relation to the
IPO. 5,000,000 unlisted options were issued with an exercise price of $0.30.
The terms and conditions of the options granted to directors are as follows:
Director
Grant
Number
Granted
Date
Exercise
Price
Fair
Value
Expiry
Date
Vesting
Hurdle
Anthony Maslin
16/02/2018
1,500,000
30 cents
$87,330
30/06/2021
Ben Cole
16/02/2018
750,000
30 cents
$43,665
30/06/2021
Stuart McAlpine
16/02/2018
750,000
30 cents
$43,665
30/06/2021
Johannes Schut
16/02/2018
750,000
30 cents
$43,665
30/06/2021
Nil
Nil
Nil
Nil
3,750,000
$218,325
6
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
The terms and conditions of the options granted to brokers and promoters are as follows:
Director
Grant
Number
Granted
Date
Exercise
Price
Fair
Value
Expiry
Date
Vesting
Hurdle
Sam Wright
Lydia Fee
22/02/2018
500,000
30 cents
$29,000
30/06/2021
22/02/2018
500,000
30 cents
$29,000
30/06/2021
Mac Equity Partners
22/02/2018
2,000,000
30 cents
$164,000
31/12/2021
Euroz Limited
22/02/2018
1,000,000
30 cents
$82,000
31/12/2021
Oracle Capital
22/02/2018
1,000,000
30 cents
$82,000
31/12/2021
Nil
Nil
Nil
Nil
Nil
5,000,000
$386,000
On 11 January 2019, 900,000 unlisted options were issued to employees for nil consideration under the
employee incentive scheme. The options have an exercise price of $0.25 and an expiry date of 8 January
2023.
Another 300,000 unlisted options were issued to employees on 5 February 2019 for nil consideration under
the employee incentive scheme. The options have an exercise price of $0.25 and an expiry date of 8 January
2023.
A further 300,000 unlisted options were issued to employees on 28 March 2019 for nil consideration under the
employee incentive scheme. The options have an exercise price of $0.25 and an expiry date of 8 January
2023.
During 1 April to 2 May 2019, the Company completed a pro-rata non-renounceable entitlement issue. A total
of 5,605,766 Applications were received under the Offer raising $56,057 for the Company.
As per Section 4.4 of the Prospectus, the Directors reserved the right within 3 months of the Closing Date, to
issue the Shortfall at the discretion of the Directors on the same terms as being offered to Eligible Shareholders
under the Prospectus. 1,687,591 Shortfall Options were subscribed for raising a further $16,876 and the
Options were issued on 24 July 2019.
The Company was successful in its application to have the Options listed on the Australian Securities
Exchange and are currently trading under the ASX ticker “WOAO”.
7
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
The terms and conditions of the options granted under the Employee Incentive Scheme are as follows:
Number
Grant
Granted
Date
Exercise
Price
Risk Free
Rate
Fair
Value
Expiry
Date
Vesting Hurdle
11/01/2019
900,000
25 cents
05/02/2019
300,000
25 cents
28/03/2019
300,000
25 cents
1.78%
1.67%
1.53%
$12,427
08/01/2023
$8,986
08/01/2023
$24,504
08/01/2023
Nil
Nil
Continued service
to 11 March 2020
1,500,000
$45,917
The fair value of these options as shown in the above are based on the Black Scholes options pricing model.
On 1 April 2019 the Company lodged a Prospectus with ASX seeking to raise capital by way of a non-
renounceable rights offer on the basis of 1 entitlement option for every 4 shares held at an issue price of 1
cent per entitlement option. The listed options have an exercise price of $0.30 and an expiry date of 30 June
2021.
5,605,766 options were issued on 2 May 2019 raising $56,057. 1,687,591 shortfall options were subscribed
for raising a further $16,876 and the options were issued on 24 July 2019.
DIRECTORS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS DURING THE YEAR
Name
Ben Cole
Anthony Maslin
James Mackintosh
Stuart McAlpine
Hans Schut
Board of Directors’
Meetings
No.
attended
9
9
4
9
9
No. eligible
to attend
9
9
4
9
9
Remuneration Committee Audit & Risk Committee
No.
attended
-
1
1
1
-
No. eligible
to attend
-
1
1
1
-
No.
attended
1
-
-
1
1
No. eligible
to attend
1
-
-
1
1
8
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
INDEMNIFICATION OF OFFICERS OR AUDITORS
The Company has paid premiums to insure the directors against liabilities for costs and expenses incurred by
them defending legal proceedings arising from their conduct while acting in the capacity of directors of the
Company, other than conduct involving a wilful breach of duty in relation to the Company.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any
proceedings to which the Group is a part for the purpose of taking responsibility on behalf of the Group for all
or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
9
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for the
consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
● Principles used to determine the nature and amount of remuneration
● Details of remuneration
● Service agreements
● Share-based compensation
● Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The framework aligns executive reward with the
achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform
to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that
executive reward satisfies the following key criteria for good reward governance practices:
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The reward framework is designed to promote superior performance and long-term commitment to the Group.
The main principles of the policy are:
● Remuneration is reasonable and fair, taking into account the Group’s obligations at law, the competitive
●
market in which the Group operates and the relative size and scale of the Group’s business;
Individual reward should be linked to clearly specified performance targets which should be aligned to the
Group’s short term and long-term performance objectives; and
● Executives should be rewarded for both financial and non-financial performance
In accordance with best practice corporate governance, the structure of non-executive director and executive
director remuneration is separate.
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-
executive directors' fees and payments are reviewed annually by the Remuneration Committee. The
Remuneration Committee may, from time to time, receive advice from independent remuneration consultants
to ensure non-executive directors' fees and payments are appropriate and in line with the market. The
chairman's fees are determined independently to the fees of other non-executive directors based on
comparative roles in the external market. The chairman is not present at any discussions relating to the
determination of his own remuneration. Non-executive directors receive share options and other incentives.
10
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and
mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed
annually by the Remuneration Committee based on individual and business unit performance, the overall
performance of the consolidated entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash, payable monthly.
The short-term incentives ('STI') program is designed to align the targets of the business units with the
performance hurdles of executives. Executives are eligible to participate in a profit participation plan if deemed
appropriate.
The long-term incentives ('LTI') include long service leave and share-based payments. Executives may
participate in share option schemes with the prior approval of the shareholders.
Use of remuneration consultants
During the financial year ended 30 June 2019, no remuneration consultants were engaged.
Voting and comments made at the Company’s last Annual General Meeting
The Company received no specific feedback on its Remuneration Report at the 2018 Annual General
Meeting.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the
following tables.
The key management personnel of the consolidated entity consisted of the following directors of Wide Open
Agriculture Limited:
● Anthony Maslin - Non-Executive Chairman
● Ben Cole - Managing Director
● Hans Schut - Non-Executive Director (appointed 1 December 2018)
●
● Stuart McAlpine – Non-Executive
James Mackintosh – Non-Executive Director (Resigned 30 November 2018)
During the reporting year, James Mackintosh resigned from the board of directors. There have been no
changes in the composition of the key management personnel since the end of the reporting period.
11
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
2019
Non-Executive Directors:
Anthony Maslin1
Hans Schut
James Mackintosh2
Stuart McAlpine
Executive Directors:
Ben Cole1
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-based payments
Cash salary
Cash
and fees
bonus
$
$
Non-
monetary
$
Super-
Long service
Equity-
settled
Equity-
settled
annuation
$
leave
$
shares
options
$
$
Total
$
88,400
15,000
-
30,000
174,851
308,251
-
-
-
-
-
-
-
-
-
-
-
-
4,750
-
-
2,850
14,483
22,083
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
93,150
15,000
-
32,850
189,334
330,334
1During the period Anthony Maslin was paid amounts owing to him under his contract of $38,400 and Ben Cole was paid amounts owing to him on his contract
of $21,200 in relation to the 2018 year for successfully completing WOA’s IPO.
2Mr Mackintosh forfeited all Directors fees during the year.
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary and all executive
officers of the Company. The contract of insurance prohibits disclosure of the nature of the liability. As such, the premium paid has not been allocated to
individual directors.
12
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
2018
Non-Executive Directors:
Anthony Maslin1
Hans Schut
James Mackintosh
Stuart McAlpine
Executive Directors:
Ben Cole2
Short-term benefits
Post-employment
benefits
Long-term
benefits
Share-based payments
Cash salary
Cash
and fees
bonus
$
$
Non-
monetary
$
Super-
Long service
Equity-
settled
Equity-
settled
annuation
$
leave
$
shares
options
$
$
Total
$
-
-
-
-
87,611
87,611
-
-
-
-
-
-
-
-
-
-
-
-
3,648
-
-
-
10,070
13,718
-
-
-
-
-
-
-
-
-
-
-
-
87,330
43,665
-
43,665
90,978
43,665
-
43,665
43,665
141,346
218,325
319,654
1During the period Anthony Maslin deferred amounts owing to him under his contract of $38,400
2 During the period Ben Cole deferred amounts owing to him under his contract of $21,200
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary and all executive
officers of the Company. The contract of insurance prohibits disclosure of the nature of the liability. As such, the premium paid has not been allocated to
individual directors.
13
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
Proportion of
remuneration
performance based
Value of share-based
payments as a proportion
of remuneration
2019
2018
2019
2018
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
96%
100%
-
100%
31%
Non-Executive Directors:
Anthony Maslin
Hans Schut
James Mackintosh
Stuart McAlpine
Executive Directors:
Ben Cole
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:
Ben Cole
Managing Director
6 July 2018 (Amended 29 August 2018)
Until terminated by either party
Base salary $165,000 plus superannuation, to be reviewed annually by
the Board of directors. 6 month termination notice by either party, LTI
arrangements from time to time on terms to be decided by the Board and
approved by shareholders.
Key management personnel have no entitlement to termination payments in the event of removal for
misconduct.
14
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
Share-based compensation
Issue of shares
No shares were issued to directors and other key management personnel as part of compensation during the
year ended 30 June 2019.
Options
No shares were issued to directors and other key management personnel as part of compensation during
the year ended 30 June 2019.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of
key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Balance at Received
the start of as part of
the year
remuneration Additions
Disposals/
other
Balance at
the end of
the year
7,816,668
7,566,668
-
-
-
-
2,000,000
- 17,898,336
515,000
Ordinary shares
Ben Cole
Anthony Maslin
Hans Schut
Stuart McAlpine
7,566,668
7,816,668
515,000
2,000,000
17,898,336
-
-
-
-
-
-
-
-
-
-
15
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director
and other members of key management personnel of the consolidated entity, including their personally
related parties, is set out below:
Options over ordinary shares
Ben Cole
Anthony Maslin
Hans Schut
Stuart McAlpine
Balance at
the start of
the year
Granted
Expired/
forfeited/
Balance at
the end of
Exercised
other
the year
750,000
1,500,000
750,000
750,000
3,750,000
-
-
-
-
-
-
-
-
-
-
1,956,667
-
500,000
2,456,667
750,000
3,456,667
750,000
1,250,000
6,206,667
Other transactions with key management personnel and their related parties
During the financial year, the Group recognised rental income of $9,000 during the period for the lease of
farm land to McAlpine Farms and interest expense of $5,429 relating to the purchase of Kulinbah East Block
(refer to note 19). On 29 July 2016, the Group entered into a contract to acquire land from Buntine Holdings
Pty Ltd with a deferred consideration element. The price of the land was $323,879.13 and a deposit of
$50,000 paid on 29 July 2016 in the form of 1,000,000 shares at 0.05c each. A partial payment of $150,000
was made on 13 August 2018. The remaining consideration is to be paid in full no later than 8 years from 23
March 2016. Interest is paid at the annual rate of the RBA base rate plus 2.5%. McAlpine Farms is owned by
Stuart McAlpine, a current Director of the Group. All transactions were made on normal commercial terms
and conditions no more favourable than those available to other parties unless otherwise stated.
The Group holds various agreements with a substantial shareholder, Commonland Foundation and its
subsidiary 4 Returns Projects B.V. The Group repaid an IPO contingency loan arrangement with
Commonland Foundation of $100,000 on 27 July 2018. The total loan balance as at 30 June 2019 is $817,295
(2018: $917,295). Further non-refundable amounts of $40,000 & $115,000 were received and included in
income.
End of remuneration report.
16
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTOR'S REPORT
CORPORATE GOVERNANCE
The Consolidated Group’s corporate governance policies and practices are available on the website
http://www.wideopenagriculture.com.au
NON-AUDIT SERVICES
There were no non-audit services provided by the Group’s auditors, Stantons International Audit & Consulting
Pty Ltd, during the year ended 30 June 2019.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2019 has been received and can be
found on page 55.
Signed for and on behalf of the board in accordance with a resolution of the directors:
Director:
_________________________________________________________
Dr Ben Cole
Dated this 30th August 2019
17
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Revenue and other Income
Cost of goods sold
Auditor’s remuneration
Consultancy Fees
Depreciation Expense
Impairment Expense
Employee Benefits Cost
Share Based Payments
Other administration expenses
Loss for the year before income tax expense
Income tax expense
Loss after tax from continuing operations
Other comprehensive income:
Items that will not be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss
Total other comprehensive income for the year
Total comprehensive loss for the year
Total comprehensive loss attributable to members of the
entity
Note
2019
$
2018
$
2
18
3
17
305,708
(39,108)
(35,904)
(358,105)
(147,628)
(456,220)
(734,968)
(28,013)
(584,959)
552,577
(63,249)
(26,524)
(209,786)
(173,707)
(25,000)
(540,959)
(218,325)
(591,346)
(2,079,197)
(1,296,319)
-
(2,079,197)
-
(1,296,319)
-
-
-
-
-
-
(2,079,197)
(1,296,319)
(2,079,197)
(1,296,319)
Basic loss per share (cents)
23
(2.95)
(2.86)
Diluted loss per share (cents)
(2.95)
(2.86)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
18
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
Note
2019
$
2018
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Prepayments
Inventory
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property Plant and Equipment
Other non-current assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
Borrowings and other financial liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings and other financial liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Options
Accumulated losses
TOTAL EQUITY
4
5
6
7
8
5
9
10
11
11
12
13
14
3,280,077
46,623
31,214
21,572
3,379,486
5,125,512
11,541
10,475
-
5,147,528
117,371
200,000
317,371
680,802
175,000
855,802
3,696,857
6,003,330
169,061
44,764
1,876
215,701
361,806
41,242
941,295
1,344,343
817,295
817,295
1,032,996
-
-
1,344,343
2,663,861
4,658,987
6,666,094
688,396
(4,690,629)
2,663,861
6,666,094
604,325
(2,611,432)
4,658,987
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
19
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
2019
Issued
Capital
$
Attributable to equity holders of the Group
Options
Reserve
Accumulated
Losses
Total Equity
$
$
$
As at the beginning of the year
6,666,094
604,325
(2,611,432)
4,658,987
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners, in their
capacity as owners, and other
transfers
Shares issued
Capital raising costs
Options issued – Share based payment
Options issued – Listed options
-
-
-
-
-
-
-
-
-
-
-
28,013
56,058
(2,079,197)
-
(2,079,197)
-
(2,079,197)
(2,079,197)
-
-
-
-
-
28,013
56,058
At 30 June 2019
6,666,094
688,396
(4,690,629)
2,663,861
2018
Issued
Capital
$
As at the beginning of the year
2,137,887
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Shares issued
Capital raising costs
-
-
-
5,036,000
(507,793)
Attributable to equity holders of the Group
Total Equity
Accumulated
Losses
Options
Reserve
$
-
-
-
-
$
$
(1,315,113)
(1,296,319)
-
822,774
(1,296,319)
-
(1,296,319)
(1,296,319)
-
-
-
5,036,000
(507,793)
604,325
Options issued – Share based payment
-
604,325
At 30 June 2018
6,666,094
604,325
(2,611,432)
4,658,987
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
20
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Net cash flows (used in) operating activities
16
(1,602,693)
Cash Flows from Operating Activities
Payments to suppliers
Receipts from customers
Funds received from Commonland
Interest received
Cash Flows from Investing Activities
Payment for deposit on hand
Proceeds from sale of PPE
Payments for acquisition of PPE
Net cash (used in) investing activities
Cash Flows from Financing Activities
Proceeds from issue of securities (net of issue
costs)
(Repayment)/Proceeds of borrowings
Grant received
Net cash flows (used in)/generated from
financing activities
Net (decrease)/increase in cash and cash
equivalents
Cash and cash equivalents at the beginning of
the financial year
Note
2019
$
2018
$
(1,742,375)
(1,086,379)
83,098
-
56,584
(150,000)
2,600
(43,693)
(191,093)
(84,649)
(100,000)
133,000
(51,649)
261,851
325,000
102
(499,426)
-
-
(104,379)
(104,379)
4,823,480
485,889
84,070
5,393,439
(1,845,435)
4,789,634
5,125,512
335,878
Cash and cash equivalents at the end of the
financial year
4
3,280,077
5,125,512
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
21
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1
Statement of Significant Accounting Policies
The financial statements cover Wide Open Agriculture Limited and its subsidiaries as a consolidated
Group. Wide Open Agriculture Limited is a company limited by shares, incorporated and domiciled in
Australia.
a. Basis of Preparation
The financial statements are general purpose financial statements that have been prepared in
accordance with Australian Accounting Standards (including Australian Accounting Interpretations) of
the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The company is
a for-profit entity for financial reporting purposes under Australian Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would
result in financial statements containing relevant and reliable information about transactions, events
and conditions. Compliance with Australian Accounting Standards ensures that the financial
statements and notes also comply with International Financial Reporting Standards as issued by the
IASB. Material accounting policies adopted in the preparation of these financial statements are
presented below and have been consistently applied unless stated otherwise.
The financial statements, except for the cash flow information, have been prepared on an accruals
basis and are based on historical costs, modified, where applicable, by the measurement at fair value
of selected non-current assets, financial assets and financial liabilities. The amounts presented in the
financial statements have been rounded to the nearest dollar.
The financial statements were authorised for issue on 30h August 2019 by the directors of the Group.
Significant Accounting Policies
New and Amended Accounting Standards Adopted by the Group
The Group has adopted AASB 15 Revenue from Contracts with Customers and AASB 9 Financial
Instruments which became effective for financial reporting periods commencing on or after 1 January
2018.
AASB 15 Revenue from contracts with customers
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-
related Interpretations. AASB 15 establishes a five-step model to account for revenue arising from
contracts with customers and requires that revenue to be recognised at an amount that reflects the
consideration to which an entity expects to be entitled in exchange for transferring goods or services
to a customer.
The Group has applied the new Standard effective from 1 July 2018 using the modified retrospective
approach. Under this method, the cumulative effect of initial application is recognised as an adjustment
to the opening balance of retained earnings at 1 July 2018 and comparatives are not restated.
22
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
The adoption of AASB 15 does not have a significant impact on the Group as the Group does not
currently have any significant revenue from customers.
AASB 9 Financial Instruments
AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and
Measurement for annual periods beginning on or after 1 January 2018, bringing together all three
aspects of the accounting for financial instruments: classification and measurement, impairment, and
hedge accounting.
As a result of adopting AASB 9 Financial Instruments, the Group has amended its financial instruments
accounting policies to align with AASB 9. AASB 9 makes major changes to the previous guidance on
the classification and measurement of financial assets and introduces an ‘expected credit loss’ model
for impairment of financial assets.
There were no financial instruments which the Group designated at fair value through profit or loss
under AASB 139 that were subject to reclassification. The Board assessed the financial assets and
determined the application of AASB 9 does not result in a change in the classification of the Group’s
financial instruments.
The adoption of AASB 9 does not have a significant impact on the financial report.
b. Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the
Company as at 30 June 2019 and the results of all subsidiaries for the year then ended. The Company
and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated
entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the consolidated
entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change
in ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non-controlling
interest acquired is recognised directly in equity attributable to the parent.
23
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement
of profit or loss and other comprehensive income, statement of financial position and statement of
changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed
to the non-controlling interest in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including
goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative
translation differences recognised in equity. The consolidated entity recognises the fair value of the
consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
c. Going Concern
The consolidated financial statements of the Group have been prepared on a going concern basis
which anticipates the ability of the entity to meet its obligations in the normal course of business.
At 30 June 2019, the Group had net assets of $2,663,861, cash and cash equivalents of $3,280,077
and net working capital of $2,346,491. The Group had incurred a loss for the year ended 30 June
2019 of $2,079,197.
The ability of the Group to continue as a going concern and meet its planned operational,
administration and other commitments is dependent upon the Group raising further working capital
and/or successfully operating its sales and distribution business. In the event that the Group is not
successful in raising further equity or operating its sales and distribution business, the Group may not
be able to meet its liabilities as and when they fall due and the realisable value of the Group’s non-
current assets may be significantly less than book values.
d. Foreign Currency Translation
The financial statements are presented in Australian dollars, which is the Group’s functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at financial year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net
investment is disposed of.
24
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
e. Financial Instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument. Financial instruments (except for trade receivables)
are measured initially at fair value adjusted by transactions costs, except for those carried “at fair value
through profit or loss”, in which case transaction costs are expensed to profit or loss. Where available,
quoted prices in an active market are used to determine the fair value. In other circumstances,
valuation techniques are adopted. Subsequent measurement of financial assets and financial liabilities
are described below.
Trade receivables are initially measured at the transaction price if the receivables do not contain a
significant financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred. A
financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are
measured at the transaction price in accordance with AASB 15, all financial assets are initially
measured at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and
effective as hedging instruments, are classified into the following categories upon initial recognition:
-
-
-
amortised cost;
fair value through other comprehensive income (FVOCI); and
fair value through profit or loss (FVPL).
Classifications are determined by both:
- The contractual cash flow characteristics of the financial assets; and
- The entities business model for managing the financial asset.
25
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are
not designated as FVPL):
-
-
they are held within a business model whose objective is to hold the financial assets and
collect its contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash
equivalents, trade and most other receivables fall into this category of financial instruments
Financial assets at fair value through other comprehensive income
The Group measures debt instruments at fair value through OCI if both of the following conditions are
met:
- The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding; and
- The financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling the financial asset.
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and
impairment losses or reversals are recognised in the statement of profit or loss and computed in the
same manner as for financial assets measured at amortised cost. The remaining fair value changes
are recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under AASB
132 Financial Instruments: Presentation and are not held for trading.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for trading, financial
assets designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an
effective hedge, as appropriate.
26
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction
costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at
fair value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in fair value are
recognised in profit or loss.
Impairment
From 1 July 2018, the Group assesses on a forward-looking basis the expected credit losses
associated with its debt instruments carried at amortised cost and FVOCI. The impairment
methodology applied depends on whether there has been a significant increase in credit risk. For trade
receivables, the Group applies the simplified approach permitted by AASB, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.
Comparative information
The Group has applied AASB 9 Financial Instruments retrospectively, but has elected not to restate
comparative information. As a result, the comparative information provided continues to be accounted
for in accordance with the Group’s previous accounting policy.
Classification
Until 30 June 2018, the group classified its financial assets in the following categories:
-
-
-
-
financial assets at fair value through profit or loss;
loans and receivables;
held-to-maturity investments; and
available-for-sale financial assets.
The classification depended on the purpose for which the investments were acquired. Management
determined the classification of its investments at initial recognition and, in the case of assets classified
as held-to-maturity, re-evaluated this designation at the end of each reporting period.
f. Property, plant & equipment
Land and buildings are shown at historical cost, unless stated otherwise, less subsequent depreciation
and impairment for buildings. The cost of self-constructed assets includes the cost of materials, direct
labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and
restoring the site on which they are located, and an appropriate proportion of production overheads.
27
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
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 diminishing value basis to write off the net cost of each item of property,
plant and equipment (excluding land) over their expected useful lives. Items valued at cost under
$1,000 are immediately deducted.
The depreciation rate used for each class of depreciable asset is:
Asset Class
Plant & Equipment
Capital Work-in-Progress
Land & Buildings
Depreciation Rate
30% Diminishing Value
-
20% Diminishing Value
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate,
at each reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired
period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future
economic benefit to the consolidated entity. Gains and losses between the carrying amount and the
disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item
disposed of is transferred directly to retained profits.
Capital expenditure on assets under construction and not yet ready for use by the Group is reflected
as a distinct item in capital works in progress until the period of completion. Upon completion, the
asset is reclassified and shown as distinct item in fixed assets.
g. Impairment of Assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset
may be impaired. The assessment will include considering external and internal sources of
information, including dividends received from subsidiaries, associates or jointly controlled entities
deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried
out on the asset by comparing the recoverable amount of the asset, being the higher of the asset's
fair value less costs to sell and value in use to the asset's carrying amount. Any excess of the asset's
carrying amount over its recoverable amount is recognised immediately in profit or loss unless the
asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with
the revaluation model in AASB 116). Any impairment loss of a revalued asset is treated as a
revaluation decrease in accordance with that Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
28
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
h. Trade and Other Receivables
Trade receivables are recognised initially at the transaction price (i.e. cost) and are subsequently
measured at cost less provision for impairment. Receivables expected to be collected within 12
months of the end of the reporting period are classified as current assets. All other receivables are
classified as non-current assets.
At the end of each reporting period, the carrying amount of trade and other receivables are reviewed
to determine whether there is any objective evidence that the amounts are not recoverable. If so, an
impairment loss is recognised immediately in statement of comprehensive income.
i. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months or less, and bank overdrafts.
Overdrafts are shown within short-term borrowings in current liabilities on the statement of financial
position.
j.
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. Costs of purchased inventory are determined after deducting
rebates and discounts received or receivable.
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and
delivery costs, net of 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.
k. Revenue and Other Income
Revenue arises mainly from sale of fresh produce, grants, and rentals over the farm property. To
determine whether to recognise revenue, the Group follows a 5-step process:
Identifying the contract with a customer
i.
Identifying the performance obligations
ii.
Determining the transaction price
iii.
Allocating the transaction price to the performance obligations
iv.
v.
Recognising revenue when/as performance obligation(s) are satisfied.
The revenue excludes any amounts collected on behalf of third parties (GST).
29
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
I. Sale of goods
Revenue is recognised when control of the asset is transferred to the customer, generally, on delivery
of the goods.
Interest revenue is recognised when received.
II.
All revenue is stated net of the amount of goods and services tax (GST).
III. Grant revenue
Grants are recognised at their fair value where there is a reasonable assurance that the grant will be
received and the Company will comply with all attached conditions. Grants relating to costs are
deferred and recognised in the profit or loss over the period necessary to match them with the costs
that they are intended to compensate. Grants relating to the purchase of property, plant and equipment
are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-
line basis over the expected lives of the related assets.
l. Trade and Other Payables
Trade and other payables represent the liabilities at the end of the reporting period for goods and
services received by the Group that remain unpaid.
Trade payables are recognised at their transaction price. Trade payables are obligations on the basis
of normal credit terms.
m. 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. No borrowing costs were recognised by the Group during the year.
n. Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation
as a result of a past event, it is probable the consolidated entity 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.
30
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
o. 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 long service leave not expected to be settled within 12 months of the reporting date
are measured at the present value of expected future payments to be made in respect of services
provided by employees up to the reporting date using the projected unit credit method. Consideration
is given to expected future wage and salary levels, experience of employee departures and periods
of service. Expected future payments are discounted using market yields at the reporting date on
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.
p. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian Tax Office (ATO).
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 ATO is included with other receivables or 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 ATO are presented as
operating cash flows included in receipts from customers or payments to suppliers.
q. Income Tax
The income tax expense for the period is the tax payable on the current period's taxable income based
on the income tax rate applicable in Australia adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
31
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected
to apply when the assets are recovered or liabilities are settled, based on those tax rates which are
enacted or substantively enacted in Australia. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset
or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences
if they arose on goodwill or in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit or loss.
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 deferred income tax assets is reviewed at each balance sheet date
and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to
be recovered.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set
off current tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable
entity and the same taxation authority.
r. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial period.
s. Segment Reporting
The Group operates in the agriculture industry in Australia. For management purposes, the Group is
organised into one main operating segment which involves sales and marketing of fresh produce in
Australia. All of the Group’s activities are interrelated and discrete financial information is reported to
the Board (Chief Operating Decision Maker) as a single segment. Accordingly, all significant operating
decisions are based upon analysis of the Group as one segment. The financial results from this
segment are equivalent to the financial statements of the Group as a whole.
t. Share Based Payments
The Group makes payments to selected suppliers in the form of equity settled share based payments,
where shares are issued in exchange for goods or services, the amounts of which are determined by
reference to the value of the underlying goods or services exchanged.
32
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
Share based payments to employees and directors are valued using the Black Scholes valuation
model and expensed over the vesting period.
u. Financial Risk Management
The Group’s activities expose it to a variety of financial risks; market risk, credit risk, liquidity risk and
cash flow interest 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.
(i) Market risk
Currently the Group is not exposed to any significant market risk.
(ii) Credit risk
The Group currently has no significant concentrations of credit risk.
(iii) Liquidity risk
The Group manages its liquidity risk by monitoring its cash reserves and forecast spending.
Management is cognisant of the future demands for liquid finance resources to finance the Group’s
current and future operations.
(iv) Cash flow interest risk
The Group is not exposed to any significant interest risk. The shareholders loan is interest free with
no fixed term of repayment.
(v) Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and
financial liabilities denominated in a currency that is not the entity's functional currency. The risk is
measured using sensitivity analysis and cash flow forecasting.
v. Critical Accounting Estimates and Judgements
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the Group and that
are believed to be reasonable under the circumstances.
(i) Accounting for share based payments
The Group’s accounting policy is stated in note t. The values of these share based payments are
based on the market values of the goods or services acquired by the share based payments.
33
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
(ii) Recoverability of Deferred Tax Assets
Judgement is required in determining whether deferred tax assets are recognised on the statement of
financial position. Deferred tax assets, including those arising from un-utilised tax losses require
management to assess the likelihood that the Group will generate taxable earnings in future periods,
in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on
forecast cash flows from operations and the application of existing tax laws in Australia. To the extent
that future cash flows and taxable income differ significantly from estimates, the ability of the Group
to realise the net deferred tax assets recorded at the reporting date could be impacted. At balance
date the net deferred tax assets are not recognised on the statement of financial position.
Additionally, future changes in tax laws in Australia could limit the ability of the Group to obtain tax
deductions in future periods.
(iii) Impairment
An impairment loss is recognised for the amount by which the assets’ or cash-generating unit’s
carrying amount exceeds its recoverable amount. To determine the recoverable amount,
management estimates expected future cash flows from each cash-generating unit and determines
a suitable interest rate in order to calculate the present value of those cash flows. In the process of
measuring expected future cash flows management makes assumptions about future operating
results. These assumptions relate to future events and circumstances. The actual results may vary,
and may cause significant adjustments to the Company’s assets within the next financial year.
Determining the applicable discount rate also involves estimating the appropriate adjustment to
market risk and the appropriate adjustment to asset-specific risk factors.
(iv) Useful lives of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date, based on the
expected utility of the assets to the Company.
w. New accounting standards for application in future periods
AASB 16: Leases applies to annual reporting periods beginning on or after 1 January 2019.
Interpretation 4 Determining whether an
This Standard supersedes AASB 117 Leases,
Arrangement contains a Lease, AASB intrpretation 115 Operating Leases-Incentives and AASB
intrpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of lease.
AASB 16 sets out the principles for the recognition, measurement, presentation and disclosure of
leases and requires lessees to account for all leases under a single on-balance sheet model similar
to the accounting for finance leases under AASB 117.
34
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
The key features of AASB 16 are as follows:
- Lessees are required to recognise assets and liabilities for all leases with a term of
more than 12 months, unless the underlying asset is of low value.
- A lessee measures right-of-use assets similarly to other non-financial assets and
lease liabilities similarly to other financial liabilities.
- Assets and Liabilities arising from the lease are initially measured on a present value
basis. The measurement
(including
includes non-cancellable
inflation-linked payments), and also includes payments to be mad in optional periods
if the lessee is reasonably certain to exercise an option to extend to lease, or not to
exercise an option to terminate the lease.
lease payments
- AASB 16 contains disclosure requirements for leases.
Lessor accounting
- AASB 16 substantially carries forward the lessor accounting requirements in AASB
117. Accordingly, a lessor continues to classify its leases as operating leases or finance
leases, and to account for those two types of leases differently.
- AASB 16 also requires enhanced disclosures to be provided by lessors that will improve
information disclosed about a lessor’s risk exposure, particularly to residual value risk.
The Company estimates that the application of this standard will have no material impact.
Other standards not yet applicable
There are no other standards that are not yet effective and that would be expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future transactions.
x.
Issued Capital
Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of
the consideration received by the Group.
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.
y. Agricultural produce and consumables on hand
Agricultural produce, such as harvested produce, is recognised on harvest and is stated at the lower
of cost (determined on application of AASB 141 Agriculture) and net realisable value.
Consumables such as unspread fertiliser and other farming implements on hand at balance date are
recognised at the lower of cost or net realisable value.
35
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting Policies continued
z. Biological assets
Recognition and Measurement
Biological assets are measured at their face value less costs to sell at each reporting date. The fair
value is determined as the net present value of cashflows expected to be generated by these crops
(including a risk adjustment factor). Where fair value cannot be measured reliably, biological assets
are measured at cost.
Net increments and decrements in the fair value of the growing assets are recognised as income or
expense in the statement of profit/loss and other comprehensive income determined as:
- The difference between the total fair value of the biological assets recognised at the beginning
of the reporting period and the total fair value of the biological assets recognised at reporting
date.
- Costs incurred in maintaining or enhancing the biological assets recognised at the beginning
of the reporting period and the total fair value of the biological assets recognised at the
reporting date.
- The market value of the produce picked during the reporting period is measured at their fair
value less estimated costs to be incurred up until the time of picking. Market price is
determined based on underlying market prices of the product.
All cost incurred in relation to the development of biological assets in the current financial year have
been expensed to the Statement of profit and loss and other comprehensive income as the Group
has not yet commercialised its operations.
36
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
2
Revenue and Other Income
Fresh produce revenues
Rent received1
Grants received
Interest received
Other Revenue2
Total Revenue
2019
$
50,664
9,000
133,000
65,481
47,563
305,708
2018
$
34,590
13,500
105,070
102
399,315
552,577
1 Rent received is from McAlpine Farms which is owned by Stuart McAlpine (note 19).
2 Other revenue comprises funds received from Commonland Foundation with no obligation to
repay, treated as income.
3
Other Expenses
General Expenses
Advertising & Marketing
Company Secretary Fees
Vehicle Expenses
Foreign Currency Gains & Losses
Insurance
Interest Expense
Office Running Expenses
Legal
Materials & Supplies
Monitoring, Evaluating & Learning
Product Development & Commercialisation
Plants, Shrubs & Trees
Regulatory & Statutory Fees
Rent
Repairs & Maintenance
Staff Board Remuneration
Staffing Expenses
Subscriptions
Travel
37
26,907
87,624
30,994
11,560
989
25,137
7,789
41,220
13,110
5,547
19,370
30,568
10,937
62,211
13,612
9,956
133,767
18,099
5,459
30,103
584,959
77,298
81,316
92,403
35,204
47,492
30,720
18,692
28,243
104,483
5,471
-
-
-
11,727
15,818
16,967
-
5,915
2,343
17,254
591,346
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
4
Cash and Cash Equivalents
Cash at bank
Cash on deposit
5
Trade and Other Receivables
Current
Accounts receivable
GST receivable
Loans to Employees & Associates
Initial Equity issue
Accrued Revenue
Other Receivable
Bonds & Deposits
Non-Current
Deposit (refer to note 19)
2019
$
680,077
2,600,000
3,280,077
2018
$
4,470,623
654,889
5,125,512
26,667
-
-
3
8,898
9,000
2,055
46,623
8,166
3,273
99
3
-
-
-
11,541
200,000
200,000
175,000
175,000
At the reporting date none of the receivables were past due and impaired.
6
Prepayments
Workers Compensation
Rent
Interest
Insurances
Other
7
Inventory
Inventory on hand
Goods in transit
Inventory
2,500
3,682
1,233
19,581
4,218
31,214
13,782
7,790
21,572
4,393
-
293
3,744
2,045
10,475
-
-
-
At the reporting date no inventory was impaired, damaged or obsolescent. Inventory held included
good received, but not yet invoiced.
38
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
8
Property, Plant and Equipment
2019
Net book value
At beginning of the year
Additions
Disposal
Impairment
Reclassification
Depreciation for the year
At 30 June 2019
2018
Net book value
At beginning of the year
Additions
Disposal
Reclassification
Depreciation for the year
At 30 June 2018
Plant and
equipment
$
130,961
25,599
(3,278)
-
-
(36,884)
116,398
Capital works
in progress
$
-
973
-
-
-
973
Plant and
equipment
$
147,965
23,919
(531)
-
(40,392)
130,961
Capital works
in progress
$
-
9,479
-
(9,479)
-
-
9
Trade and Other Payables
Current
Trade creditors
Accruals
Employee liabilities
Other
Share applications refundable
Land and
Buildings
$
549,841
17,122
-
(456,220)
-
(110,743)
-
Land and
Buildings
$
652,834
20,843
-
9,479
(133,315)
549,841
2019
$
37,330
81,304
24,155
26,272
-
169,061
Total
$
680,802
43,694
(3,278)
(456,220)
-
(147,627)
117,371
Total
$
800,799
54,241
(531)
-
(173,707)
680,802
2018
$
138,770
190,253
12,823
-
19,960
361,806
At the reporting date none of the payables were past due. The normal credit terms from suppliers is
14 days.
10
Provisions
Current
Annual Leave
44,764
44,764
41,242
41,242
39
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
11
Borrowings and other financial liabilities
Current
Amounts received for capital raising
Amounts received for share subscriptions
Non-Current
Shareholder loan
2019
$
1,876
-
1,876
2018
$
917,295
24,000
941,295
817,295
-
The shareholder loan comprises related loans that are interest free. Refer note 19 for further details.
12
Issued Capital
Ordinary Shares
Capital Raising Costs
There are no externally imposed capital requirements.
(a) Issued and Paid up capital
Issued Capital
Ordinary shares (opening)
Fully paid issued shares
Less transaction costs
Total issued capital
(b) Movement in Ordinary shares on issue
6,666,094
-
6,666,094
7,173,887
(507,793)
6,666,094
2019
Number
2019
$
70,579,249
6,666,094
-
-
-
-
70,579,249
6,666,094
No. Of shares
Issue
Price
$
Total
$
Opening Balance as at 1 July 2018
70,579,249
6,666,094
Share Issue
Less: Transaction Costs
Balance as at 30 June 2019
Opening Balance as at 1 July 2017
IPO Shares Issued
Share Issue (in lieu of services)
Less: Transaction Costs
Balance as at 30 June 2018
40
-
-
-
-
-
-
70,579,249
6,666,094
45,279,249
25,000,000
300,000
2,137,887
5,000,000
36,000
0.20
0.12
-
-
(507,793)
70,579,249
6,666,094
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
13
Options
Balance at beginning of year
Options issued
Options issued (share based payments to employees)
Balance at end of year
2019
$
604,325
56,058
28,013
688,396
2018
$
-
-
604,325
604,325
On 16 February 2018 at a General Meeting of Shareholder it was approved to issue Directors
3,750,000 unlisted options, exercisable at $0.30, expiring on 30 June 2021.
On 22 February 2018 the directors approved to issue brokers and promoters with options in
relation to the IPO. 5,000,000 unlisted options were issued with an exercise price of $0.30.
On 11 January 2019, 900,000 unlisted options were issued to employees for nil consideration
under the employee incentive scheme. The options have an exercise price of $0.25 and an expiry
date of 8 January 2023.
Another 300,000 unlisted options were issued to employees on 5 February 2019 for nil
consideration under the employee incentive scheme. The options have an exercise price of $0.25
and an expiry date of 8 January 2023.
A further 300,000 unlisted options were issued to employees on 28 March 2019 for nil
consideration under the employee incentive scheme. The options have an exercise price of $0.25
and an expiry date of 8 January 2023.
During 1 April to 2 May 2019, the Company completed a pro-rata non-renounceable entitlement
issue. A total of 5,605,766 Applications were received under the Offer raising $56,057 for the
Company.
As per Section 4.4 of the Prospectus, the Directors reserved the right within 3 months of the Closing
Date, to issue the Shortfall at the discretion of the Directors on the same terms as being offered to
Eligible Shareholders under the Prospectus. 1,687,591 Shortfall Options were subscribed for raising
a further $16,876 and the Options were issued on 24 July 2019.
41
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Set out below are summaries of options granted:
2019
Grant
Date
Expiry
Date
Exercise
Price
Opening
Balance
Granted
Exercise
d
16/02/2018 30/06/2021
22/02/2018 30/06/2021
22/02/2018 31/12/2021
11/01/2019 08/01/2023
05/02/2019 08/01/2023
28/03/2019 08/01/2023
02/05/2019 30/06/2021
$0.30
$0.30
$0.30
$0.25
$0.25
$0.25
$0.30
3,750,000
1,000,000
4,000,000
-
-
-
-
-
-
-
900,000
300,000
300,000
-
8,750,000
1,500,000
-
-
-
-
-
-
-
-
Expired/
forfeited/
other
-
-
-
-
-
-
(5,605,766)
Closing
Balance
3,750,000
1,000,000
4,000,000
900,000
300,000
300,000
(5,605,766)
(5,605,766)
4,644,234
2018
Grant
Date
Expiry
Date
Exercise
Price
Opening
Balance
16/02/2018 30/06/2021
22/02/2018 30/06/2021
22/02/2018 31/12/2021
$0.30
$0.30
$0.30
-
-
-
-
Granted
3,750,000
1,000,000
4,000,000
8,750,000
Exercise
d
Expired/
forfeited/
other
-
-
-
-
Closing
Balance
3,750,000
1,000,000
4,000,000
8,750,000
-
-
-
-
Options issued in the form of share based payments are valued using the Black-Scholes model. For
options granted during the current financial year, the valuation model inputs used to determine the
fair value at the grant date, are as follows:
Grant
Date
Expiry
Date
Share
Price
Exercise
Price
Volatility
Dividend
Yield
11/01/2019 08/01/2023
05/02/2019 08/01/2023
28/03/2019 08/01/2023
$0.120
$0.120
$0.185
$0.25
$0.25
$0.25
39.15%
57.23%
69.69%
0%
0%
0%
Risk-free
interest
rate
1.78%
1.67%
1.53%
Fair value
at grant
date
$0.0138
$0.0300
$0.0817
14
Accumulated Losses
Accumulated losses at the beginning of the financial
year
Net loss attributable to members of the Group
Accumulated losses at the end of the financial year
2019
$
(2,611,432)
(2,079,197)
(4,690,629)
2018
$
(1,315,113)
(1,296,319)
(2,611,432)
42
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
15
Financial Risk Management
Capital management
The Group’s objective when managing capital is to safeguard its ability to continue as a going concern
so that it can continue to provide returns for shareholders and benefits to other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid, return capital to shareholders,
issue new shares or sell assets to reduce debt.
Given the nature of the business, the Group monitors capital on the basis of current business
operations and cash flow requirements. There were no changes in the Group’s approach to capital
management during the year.
The Group's financial instruments consist mainly of deposits with banks, accounts receivable and
payable and borrowings.
The totals for each category of financial instruments, measured in accordance with AASB 9 Financial
Instruments as detailed in the accounting policies to these financial statements are as follows:
Financial Instruments
2019
Financial Assets
Cash and cash equivalents
Trade and other receivables
Bonds and deposits
Total financial assets
Weighted average interest rate for
the year
Financial Liabilities
Trade and other payables
Borrowings & other financial
liabilities
Total financial liabilities
Floating
Interest Rate
$
Fixed Interest
Rate
$
Non-interest
bearing
$
Total
$
680,077
2,600,000
- 3,280,077
-
200,000
880,077
-
2,055
44,568
44,568
-
202,055
2,602,055
44,568 3,526,700
0.89%
1.56%
-
-
-
-
-
-
-
169,060
169,060
819,171
819,171
988,231
988,231
The fair value of the above financial instruments approximates their carrying values.
43
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
15
Financial Risk Management (cont.)
Financial Instruments
2018
Financial Assets
Cash and cash equivalents
Trade and other receivables
Bonds and deposits
Total financial assets
Weighted average interest rate
for the year
Financial Liabilities
Trade and other payables
Borrowings & other financial
liabilities
Total financial liabilities
Floating
Interest Rate
$
Fixed Interest
Rate
$
Non-interest
bearing
$
Total
$
5,125,512
-
175,000
5,300,512
0.04%
-
-
-
-
-
-
-
-
-
-
-
5,125,512
11,541
11,541
-
175,000
11,541
5,312,053
361,806
361,806
941,295
941,295
1,303,101
1,303,101
Financial Risk Management Policies
The director's overall risk management strategy seeks to assist the Group in meeting its financial
targets, whilst minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the Board of Directors on a regular basis.
These included the credit risk policies and future cash flow requirements.
The main purpose of non-derivative financial instruments is to raise finance for Group operations.
The Group does not have any derivative instruments at 30 June 2019.
Financial risk management objectives
In common with all other businesses, the Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group’s objectives, policies and processes for managing those
risks and the methods used to measure them. Further quantitative information in respect of those
risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its
objectives, policies and processes for managing those risks or the methods used to measure them
from previous periods unless otherwise stated in this note.
The board has overall responsibility for the determination of the Group’s risk management
objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the
44
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
authority for designing and operating processes that ensure the effective implementation of the
objectives and policies to the Group’s finance function. The Group’s risk management policies and
objectives are therefore designed to minimise the potential impacts of these risks on the Group
where such impacts may be material. The board receives monthly financial reports through which
it reviews the effectiveness of the processes put in place and the appropriateness of the objectives
and policies it sets. The overall objective of the board is to set policies that seek to reduce risk as
far as possible without unduly affecting the Group’s competitiveness and flexibility.
a. Market risk
Market risk for the Group arises from the use of interest-bearing financial instruments. It
is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in interest rate (see b. below)
b.
Interest rate risk management
Interest rate risk arises on cash and cash equivalents and receivables from related parties.
The Group does not enter into any derivative instruments to mitigate this risk. As this is
not considered a significant risk for the Group, no policies are in place to formally mitigate
this risk.
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest
rates for both derivatives and non-derivative instruments at the end on the reporting
period.
If interest rates had been 100 basis points higher/lower and all other variables were held
constant, the Group’s loss for the year ended 30 June 2019 would decrease/increase by
$34,821.
c. Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently,
exposures to exchange rate fluctuations arise. At 30 June 2019, the Company has no
cash denominated in other foreign currencies. Exchange rate exposures are managed
within approved policy parameters utilising forward foreign exchange contracts. As at 30
June 2019, the Group has not entered in any forward foreign exchange contracts.
d. Credit risk management
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 adopted a policy of dealing with
creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a
means of mitigating the risk of financial loss from defaults. The Group only transacts with
entities that are rated the equivalent of investment grade and above. This information is
supplied by independent rating agencies where available and, if not available, the Group
uses other publicly available financial information and its own trading records to rate its
major customers. The Group’s exposure and the credit ratings of its counterparties are
continuously monitored and the aggregate value of transactions concluded is spread
amongst approved counterparties.
45
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
The credit risk on liquid funds is limited because the counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.
e. Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which
has established an appropriate liquidity risk management framework for the management
of the Group’s short-, medium- and long-term funding and liquidity management
requirements. The Group manages liquidity by maintaining adequate banking facilities, by
continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.
Contractual cash flows
Carrying
Amount
Less than
1 month
1-3
months
3-12
months
1 year to
5 years
$
$
$
$
$
Total
contractual
cash flows
$
169,060
169,060
361,806
361,806
-
-
-
-
-
-
169,060
361,806
2019
Trade and other
payables
2018
Trade and other
payables
46
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
16
Reconciliation of Loss after Tax to Net Cash Outflow from Operating
Activities
Loss after income tax
Grants received
Share Based Payments
Share Based Payments – Secretarial Fees
Loss on sale of PPE
Impairment
Depreciation
Changes in assets and liabilities
(Decrease)/Increase in operating receivables
(Increase) in inventory
Increase in operating payables
Increase in provisions
2019
$
(2,079,197)
(133,000)
28,013
-
678
456,220
147,628
(55,821)
(21,572)
50,836
3,522
2018
$
(1,296,319)
(105,070)
218,325
90,727
-
-
173,707
139,445
-
259,901
19,858
Net cash (outflows) from operating activities
(1,602,693)
(499,426)
17
Income Tax Expense
Reconciliation between tax expense and pre-tax loss:
Accounting Profit/(Loss) before income tax
Tax at the domestic income tax rate of 27.5% (2018:
27.5%)
Temporary differences
Permanent differences
Adjustments for prior periods
Income tax benefit not recognised
Recoupment of Prior period tax losses
Income tax expenses/(benefit)
Unrecognised temporary differences
Unused tax losses for which no deferred tax asset
recognised
Temporary difference
Adjustment recognised for prior periods
Total
Potential benefit at 27.5%
47
(2,079,197)
(1,296,319)
(571,779)
(356,488))
81,875
9,209
(63,387)
544,082
-
-
3,229,911
184,046
(237,229)
3,176,728
873,600
19,576
122,460
214,452
-
-
1,594,789
71,184
-
1,665,973
458,142
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
18
Remuneration of Auditors
Audit Services
Stantons International – Audit of financial report
Non-Audit Services
Stantons International – Investigating accountants report
2019
$
2018
$
35,904
16,385
-
35,904
10,139
26,524
19
Commitments for expenditure and contingencies
On 29 July 2016, the Group entered into a contract to acquire land from Buntine Holdings Pty Ltd
with a deferred consideration element. The details are:
- Price of the land was $323,879.13
- Deposit of $50,000 paid on 29 July 2016 in the form of 1,000,000 shares at 0.05c each
- Partial payment of $150,000 was made on 13 August 2018
- Remaining consideration to be paid in full no later than 8 years from 23 March 2016
-
Interest to be paid on this outstanding amount at the annual rate of the RBA base rate plus
2.5%. This has been treated as operational expense as Right of access and use.
- The land has not been accounted for in fixed assets
During the year, the Group renegotiated a loan agreement with Commonland, replacing the previous
facility due within five years. The details are as follow:
Loan amount $817,295
-
- Repayment due in full 9 February 2026
- No interest payable
On 29 July 2019, the Group agreed to acquire a 25% minority interest in Farmfolk Services Pty Ltd
(Agtalent) an online global talent marketplace for regenerative agriculture. Terms of the
consideration include:
- Agtalent will receive a cash investment of $150,000 AUD from WOA, payable in three
-
tranches of $50,000 AUD each (Aug 2019, Jan 2020 & July 2020)
20% equity will vest to WOA upon signing of this agreement and receipt of the first payment
of $50,000 AUD.
- Upon payment of the final $50,000 tranche, 5% equity will be vested to WOA.
- All funding for this Aug 2019 and Jan 2020 ($100,000) will be provided for by Commonland
to WOA.
During the period, the Group ceased operations at the Pilot shade House and have impaired the
building asset ($456,220). The Board has agreed to continue discussions with local and international
horticultural companies to explore partnerships with experienced, co-founding partners. Should these
discussions not result in a commercial partnership the Group may be required to pay for the
dismantling of the Pilot Shade House. Management and the Board have not yet engaged with
contractors to determine the cost of such an activity.
48
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
19
Commitments for expenditure and contingencies (cont.)
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
2019
$
109,956
173,879
817,295
1,101,130
2018
$
141,668
477,703
148,879
768,250
Operating Lease Commitment
9,956
-
Commitments for expenditure in 2019 within one year represent payment of funds to Agtalent for
tranche one and two, and payment for office lease costs.
Commitments for expenditure in 2019 Longer than one year, but not longer than five years represent
payment of funds to Agtalent for tranche three and deferred consideration of purchase of Kulinbah
East Block from Buntine Holdings Pty Ltd
Commitments for expenditure in 2019 over five years represent Shareholder Loan from
Commonland.
Operating lease commitments represent funds due for rent of the Williams Community Resource
Centre, being $208 per week for 12 weeks, commenced 1 April 2019, land from Kingdale Nominees
Pty Ltd, being $2,000 per annum, commencing 2 July 2019 and ending 30 June 2020, and rent of
an office in Margaret River for $210 per week for six months
Other than the interests disclosed above there were no further contingencies as at 30 June 2019.
49
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
20
Key Management Personnel
Remuneration
Key management personnel include persons having the authority and responsibility for planning,
directing and controlling the activities of the Group as a whole. The compensation made to directors
and other members of key management personnel of the Group during the year ended 30 June 2019
is disclosed in the Remuneration Report included in the Directors’ Report. A summary of the key
management personnel remuneration is as follows.
Short-term employee benefits
Post-employment benefits
Long term benefits
Share based payments
21
Related Party Transactions
2019
$
308,251
22,083
-
-
330,334
2018
$
87,611
13,718
-
218,325
319,654
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
On 29 July 2016, the Group entered into a contract to acquire land from Buntine Holdings Pty Ltd with
a deferred consideration element. Refer to note 19 for further details.
The Group recognised rental income of $9,000 (2018: $13,500) during the period for the lease of farm
land to McAlpine Farms and interest expense of $5,429 relating to the purchase of Kulinbah East
Block. McAlpine Farms is owned by Stuart McAlpine, a current Director of the Group.
During the year the Company renegotiated a loan agreement with Commonland, replacing the
previous facility which was due within five years. The new loan for $817,295 is payable in full on 9
February 2026 and no interest is payable.
The Group repaid an IPO contingency loan arrangement with Commonland Foundation of $100,000
on 27 July 2018. The total loan balance as at 30 June 2019 is $817,295 (2018: $917,295). Further
non-refundable amounts of $40,000 and $115,000 were received and included in income.
50
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
22
Equity Instruments Disclosure - Key Management Personnel
The Number of shares held by Directors and Key Management Personnel of the Group during the year
ended 30 June 2019, including their personally related parties, is set out below:
2019
Name
Balance at 1
July 2018
Granted as
compensation
Issued as
repayment of
loan
Bought &
(Sold)
Balance at
30 June
2019
Ben Cole
7,566,668
Anthony Maslin
7,816,668
Hans Schut
515,000
Stuart McAlpine 2,000,000
Total
17,898,336
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,566,668
7,816,668
515,000
2,000,000
- 17,898,336
The Number of shares held by Directors and Key Management Personnel of the Group during the
year ended 30 June 2018, including their personally related parties, is set out below:
2018
Name
Balance at 1
July 2017
Granted as
compensation
Issued as
repayment of
loan
Bought &
(Sold)
Balance at
30 June
2018
7,566,668
Ben Cole
7,766,668
Anthony Maslin
500,000
James Mackintosh
Hans Schut
500,000
Stuart McAlpine 2,000,000
18,333,336
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
50,000
(500,000)
15,000
-
7,566,668
7,816,668
-
515,000
2,000,000
(435,000) 17,898,336
51
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
23
Basic and Diluted Earning/(Loss) per Share
Basic loss per share (cents)
Diluted loss per share (cents)
Loss attributable to members of Wide Open Agriculture
Ltd
Weighted average number of shares outstanding
2019
$
(2.95)
(2.95)
2018
$
(2.86)
(2.86)
(2,079,197)
70,579,249
(1,296,319)
45,348,564
The Group has no ordinary share capital in respect of potential ordinary shares which would lead to
diluted earnings per share that shows an inferior view of the earnings per share. For this reason, the
diluted earning/(loss) per share for the year ended 30 June 2019 is the same as basic earning/(loss)
per share.
24
Significant Events After the Reporting Date
There have been various events which have arisen since 30 June 2019 which will significantly affect
the operations of the Group and the state of affairs of the Group in subsequent financial years.
Launch of online sales and new brand ‘Dirty Clean Food’ on 19 August 2019
The Company launched the online sales portal (www.dirtycleanfood.com.au) for direct to consumer
sales of grass-fed, regenerative beef and lamb. Future product lines including a plant-based milk,
protein bars and lupin-based mixes/burgers are presented on the sales portal. The online portal also
launched the new food brand, Dirty Clean Food.
Acquisition of minor interest in Farmfolk
On 29 July 2019, the Group agreed to acquire a 25% minority interest in Farmfolk Services Pty Ltd
(Agtalent) an online global talent marketplace for regenerative agriculture.
24
Controlled Entities Disclosure
Controlled Entities
Parent Entity
Wide Open Agriculture
Subsidiaries
Food for Reasons Marketing Pty Ltd
Land for Reasons Pty Ltd
Food for Reasons Protected Cropping Pty Ltd
Wide Open Hemp Pty Ltd1
Country of Incorporation Ownership Interest
2018
2019
Australia
Australia
Australia
100%
100%
100%
100%
Australia
100%
-
1Wide Open Hemp Pty Ltd incorporated on 1 May 2019
52
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
25
Parent Entity Disclosures
Wide Open Agriculture Pty Ltd
Statement of Financial Position
Current Assets
Non-Current Assets
Total Assets
Current Liabilities
Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Share Option Reserve
Accumulated Losses
Total Equity
2019
$’000
3,379,486
317,371
3,696,857
215,701
817,295
1,032,996
2,663,861
6,666,094
688,396
(4,690,629)
2,663,861
2018
$’000
5,147,528
855,802
6,003,330
1,344,343
-
1,344,343
4,658,987
6,666,094
604,325
(2,611,432)
4,658,987
Loss attributable to equity holders of the company
(2,079,197)
(1,296,319)
Commitments
Within one year
Between 12 months and 5 years
Longer than 5 years
109,956
173,879
817,295
1,101,130
141,668
477,703
148,879
768,250
Operating Lease Commitments
9,956
-
Contingent Liabilities
Responsibility for all contingent liabilities of the group are held by the parent entity. Please refer to
Note 19 for further information.
53
WIDE OPEN AGRICULTURE LIMITED
ABN 866 049 138 22
DIRECTORS’ DECLARATION
The directors of the Company declare that:
(a)
(b)
1.
2.
3.
4.
The consolidated financial statements and notes, as set out on pages 19 to 50, are in accordance
with the Corporations Act 2001 and:
complying with Australian Accounting Standards (including
the Australian accounting
interpretations), the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
give a true and fair view of the Group’s financial position as at 30 June 2019 and its performance
for the year ended on that date;
In the director's opinion there are reasonable grounds to believe that the Group will be able to
pay its debts as and when they become due and payable.
The consolidated financial report also complies with International Reporting Standards.
The directors have been given the declarations required by s.295A of the Corporations Act
2001.
This declaration is made in accordance with a resolution of the directors.
Director:
____________________
Dr Ben Cole
Dated this 30th day of August 2019
54
INDEPENDENT AUDITOR’S DECLARATION
55
INDEPENDENT AUDITOR’S REPORT
56
INDEPENDENT AUDITOR’S REPORT
57
INDEPENDENT AUDITOR’S REPORT
58
INDEPENDENT AUDITOR’S REPORT
59
ADDITIONAL ASX INFORMATION
SHAREHOLDER INFORMATION
Additional information required by the Australian Stock Exchange and not shown elsewhere in this report is as
follows. The information is current as at 29 August 2019:
a) Distribution of Securities
b) Distribution of WOAO Securities
c) Substantial holders
The names of substantial shareholders in accordance with section 671B of the Corporations Act 2001 are:
Holder
Number of Shares
FANJA PON & HANS RAVE
COMMONLAND FOUNDATION
ANTHONY MASLIN
BEN COLE
d) Twenty largest shareholders (ASX:WOA)
The name of the twenty largest holders of securities are:
12,419,037
12,000,000
7,666,668
7,566,668
%
17.60
17.00
10.86
10.72
60
61